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ORGANIZATION 


AND 


MANAGEMENT  OF 

BUSINESS  CORPORATIONS 

IN  OHIO 


BY 

HOWARD  A.  COUSE 

•> 

OF  THE  CLEVELAND  BAR 

AUTHOR  OF  OHIO  PRIVATE  CORPORATIONS. 
AND  THE  OHIO  FORM  BOOK 


CINCINNATI 

THE  W.  H.  ANDERSON  CO. 
1915 


COPYRIGHT,  1915, 

BY 
THE  W.  H.  ANDERSON  COMPANY. 


J-Jnt^tfo 


Publishers'  Note. 


In  1913  we  published  an  exhaustive  treatise  on  Ohio  Private 
Corporations  in  two  volumes  by  Howard  A.  Couse  of  the  Cleve- 
land bar.  That  treatise  has  been  very  favorably  received  and 
is  extensively  used  by  lawyers  throughout  the  state.  The  fol- 
lowing pages  are  reprinted  from  that  work,  for  the  benefit  of 
those  lawyers  and  corporation  officers  who  desire  a  book  on 
the  practical  organization  and  management  of  business  corpo- 
ration, with  forms,  but  who  do  not  need  the  complete  work, 
which  is  necessarily  more  expensive. 

This  volume  affords  a  useful  guide  for  the  conduct  of  cor- 
porate business,  as  well  as  the  formation  of  private  business 
corporations.  For  the  preparation  of  briefs  in  litigated  cases, 
however,  and  of  opinions  on  special  phases  of  Ohio  corporation 
law,  we  recommend  the  larger  treatise. 

THE  W.  H.  ANDERSON  COMPANY. 


BUSINESS 
CORPORATIONS  IN  OHIO 


PART  I. 


ORGANIZATION   AND   MANAGEMENT   OP   PRIVATE   CORPORATIONS 

FOR  PROFIT. 


It 

53. 
54. 
56. 

56. 


57- 
58. 


t» 


Scope   of   chapter.  5  10. 

Advantages    of    corporation. 

a.  Limited    liability. 

b.  Transferable    shares. 

c.  Corporate    entity. 

d.  Continuous    existence. 

e.  Administrative   system. 
Disadvantage    of    corporation. 

a.  Expense. 

b.  Surveillance    of    corporate 

affairs    and    publicity. 
Selection    of    state    for    incor- 
poration  purposes.  §11. 

a,  Ohio. 

b.  Foreign   incorporation.  512. 
Expense    of   incorporation. 

a.  Initial      organization      ex- 

pense. 

b.  Annual    franchise    tax. 

c.  Federal   income  tax. 

d.  Foreign    corporations. 

Initial    expense    of    en- 
tering   state. 

Annual    franchise    tax.       5 13. 
Transactions    before    organiza- 
tion. 

a.  Generally.  514. 

b.  Contracts      by      promoters 

with    third   persons.  515. 

c.  Agreements    by    promoters 

between  themselves.  J  16. 

Subscriptions  to  stock  before 
incorporation. 

Stockholders'  rights  and  pow- 
ers. 

a.  In    general.  517. 

b.  Election  of  directors. 

c.  Information. 

d.  Prevention     of    breach     of       5 18. 

trust. 
e    Regulations.  §  19. 

f.  Certificates    of   stock. 

g.  Right     to     dividends     «nd        5  20. 

Increased    stock, 
h.  Certain    acts    of    directors       §  21. 

must  be  ratified.  §  22. 

1.  Changes    In    capital    stock 

or     corporate     name      or 

purpose. 
Liability    of    stockholders. 


Stock.  Various  kinds  of 
stock. 

a.  Nominal       or       authorized 

capital  stock. 

b.  Share    of    stock. 

c.  Issued   stock. 

d.  Unissued    stock. 

e.  Treasury    stock. 

f.  Preferred    stock. 

g.  Common    stock, 
h.  Full   paid   stock. 
i.  Watered    stock. 

Capitalization.  Stocks  and 
bonds  distinguished. 

Amount  of  capitalization.  Con- 
siderations affecting. 

a.  Actual    value. 

b.  Exceeding      actual      value. 

Earning  power. 

c.  Less    than    actual    value. 

d.  Capitalization      of      public 

utility  companies  and 
railroads. 

Form  of  capitalization.  Pre- 
ferred and  common  stock. 
Bonds. 

Disposal  of  stock  and  bonds. 
"Blue  Sky"  law. 

Organization.  Outline  of  pro- 
cedure. 

Incorporators. 

a.  Qualifications. 

b.  Functions. 

c.  Liability. 

d.  Dummy  directors. 
Articles        of        incorporation. 

Statements     In     articles    of 
incorporation. 

Name    of     corpora- 


tion. 


Location    of    corpo- 
Effect   on    taxation. 


ration. 

.     Purpose     of    corpo- 
ration.     Single    purpose. 
Capital    stock. 


Filing  and  recording  of  ar- 
ticles of  Incorporation. 
Defective  articles.  Certi- 
fied copies. 


§1 


OHIO   PRIVATE   CORPORATIONS. 


§23. 

§24. 
§25. 


Amendments     of     articles     of 

incorporation. 
Record   or   minute   book. 
Subscriptions    to    stock. 

a.  Opening    books. 

b.  By  whom  received. 

c.  Requisites. 

•d.  Ten    percent   payable   with 

subscriptions, 
e.  .          Payable        In 


f. 


cash. 


Effect    of    non- 


§26. 
§27. 
§28. 


§29. 


§30. 


§31. 

§32. 
§33. 


payment. 
g.  Release  or  withdrawal, 
h.  Payment 

Certificate       of       subscription. 
Liability     of    incorporators. 
First     meeting    of    stockhold- 
ers. 
Regulations. 

a.  Distinguished       from     by- 

laws. 

b.  Provisions   in. 

c.  Relating  .to    directors    and 

officers. 

d.  How    adopted     or    amend- 

ed. 
Election   of  directors. 

a.  Procedure. 

b.  Tellers    or     inspectors    of 

election. 

c.  Who  may  vote. 

d.  Proxies. 

e.  Cumulative   voting. 
Regular     meetings     of     stock- 
holders. 

a.  When   held. 

b.  Notice. 

c.  Closing    of    stock    records. 

d.  Presiding    officer. 

e.  Quorum. 

f.  Procedure    at    meetings. 

g.  Order  of  business. 
Special     meetings      of     stock- 
holders. 

Minutes. 
Directors. 

a.  Qualifications. 

b.  Number. 

c.  Term  of  office. 

d.  Vacancies. 

e.  Meetings. 

f.  Quorum. 

g.  Minutes. 

h.  Compensation. 

1.  Resignation. 

j.  Powers. 

k.  Directors'    contracts    with 

corporation. 
1.  By-laws. 


m.  Power  to   issue   stock   for 

property, 
n.  Liability. 
§  34.  Committees      of      the      board. 

Executive  committee. 
§  35.  Executive  officers. 

a.  Who  are. 

b.  Qualifications. 

c.  By    whom    elected    or    ap- 

pointed. 

d.  Powers  and  duties. 

e.  Compensation. 

f.  Resignation    or   removal. 

g.  Liability, 
h.  President. 

i.  Chairman  of  the  board, 
j.  Vice-president, 
k.  Secretary. 
1.  Treasurer, 
m.  General  manager, 
n.  Managing  director. 
§36.  Certificates   of  stock. 

a.  In  general. 

b.  Negotiability. 

c.  Transfers  of  stock. 

d.  Method  of  transfer. 

e.  Consequences      of      failure 

to    transfer. 

f.  Pledged     stock.      Transfer 

of. 

g.  Lost  certificates. 
§  37.  Taxation   of  stock. 

a.  In    Ohio    corporations. 

b.  In    foreign   corporations. 
§  38.  Increase   of  capital   stock. 

a.  Before  organization. 

b.  After    organization. 

c.  Disposition    of    new    stock. 

d.  Stock   dividend. 

e.  Increase        by        preferred 

stock. 

§  39.  Reduction    of    capital    stock. 
§  40.  Organization      of      corporation 

to  take  over  business  of 

partnership     or      another 

corporation. 
§  41.  Foreign     corporations. 

a.  License  fee  law. 

b.  Franchise    tax    law.     (Ini- 

tial.) 

c.  Method        of        computing 

franchise   tax. 

d.  What       corporations      are 

subject  to   law. 

e.  Failure     to     comply     with 

law.      Consequences. 

f.  What     constitutes     "doing 

business"     in     the     state. 

g.  Annual    franchisa    tax. 

§  42.   Syndicates:       promoting,      un- 
derwriting,   etc. 


ORGANIZATION  AND  MANAGEMENT  OF  PRIVATE 
CORPORATIONS  FOR  PROFIT. 


§1.  Scope  of  chapter.  In  this  chapter  it  is  attempted  to 
treat  the  subjects  from  a  practical  standpoint,  and  to  present 
in  a  concise  form  suggestions  and  statements  of  the  rules  of 
law  which  are  properly  considered  before  action  is  taken  in 
the  various  proceedings  of  organization  and  management. 

This  chapter  is  intended  to  be  read  or  used  in  connection 


3  ORGANIZATION   AND  MANAGEMENT.  §2 

with  the  forms  immediately  following.  All  of  the  statements 
in  this  chapter  are  not  applicable  to  banking,  insurance,  pub- 
lic utility  and  other  corporations  which  in  many  respects  are 
governed  by  special  statutes. 

§2.  Advantages  of  corporation.  The  usual  forms  under 
which  several  individuals  may  unite  for  business  purposes  are 
the  corporation,  partnership,  limited  partnership  and  the 
limited  partnership  association.  In  practice,  corporations 
greatly  outnumber  all  other  forms  of  business  association. 
Limited  partnerships,  at  one  time  frequently  met  with  in  Ohio, 
are  now  comparatively  rare.  The  organization  of  limited  part- 
nership associations  is  authorized  by  statute,1  but  these  stat- 
utes are  wholly  unadjudicated  by  the  courts  and  but  little  ad- 
vantage has  been  taken  of  them. 

The  corporate  form  of  organization  possesses  distinct  ad- 
vantages, among  which  are  the  following: 

a.  Limited  liability.    A  subscriber  to  stock  in  a  corpora- 
tion is  liable  to   the  extent  of  the  par  value  of  the   stock 
purchased  but  no  further.     Having  once  paid  for  his  stock, 
a  stockholder  is  not  liable  for  the  debts  or  obligations  of  the 
corporation,  nor  can  the  corporation  make  additional  assess- 
ments on  him.     The  amount  of  his  subscription  is  risked  in 
the  enterprise,  but  no  more.2 

When  stock  is  transferred  the  new  holder  is  not  liable  for 
more  than  the  original  holder.  When  stock  has  once  been 
paid  in  full  no  holder  is  liable. 

The  liability  of  a  member  of  a  partnership,  however,  is 
not  limited  to  the  amount  of  his  investment.  If  a  partnership 
becomes  insolvent,  the  individual  property  of  the  partners 
may  be  subjected  to  the  payment  of  firm  obligations. 

Limited  partnerships  provide  some  features  of  limited 
liability  but  a  limited  partnership  must  have  at  least  one 
general  partner  whose  liability  is  unlimited. 

b.  Transferable  shares.    The   capital  stock   of  a   corpora- 
tion is  divided  into  equal  shares,  the  par  value  of  which  may 
be  large  or  small,  so  that  funds  for  the  enterprise  may  be 
contributed  by  few  or  by  many  persons,  as  may  be  desired. 

Paid  up  shares  in  a  corporation  are  evidenced  by  certifi- 
cates on  which  a  blank  assignment  is  usually  printed.  This 
enables  a  stockholder  to  easily  transfer  his  interest  in  the 

1  G.  C.,  §§  8059  to  8078.  in  all  Ohio  corporations  were  for- 

1  Stockholders  in  banks,  both  na-  merly   subject  to   a   similar  double 

tional    and    state,    who    have    paid  liability,  but  this  was  abolished  in 

for  their  stock,  are,  in  case  of  in-  November,    1903.      The    double    lia- 

solvency  of  the  bank,  liable  for  an  bility    of    state    bank    stockholders 

additional  amount  equal  to  the  par  was   added   in   1912,   to  take  effect 

value  of  their  stock.     Stockholders  January  1,  1913. 


§2  OHIO   PRIVATE   CORPORATIONS.  4 

corporation.  A  stockholder  may  not  only  sell  his  shares  but 
may  use  them  as  collateral  security  in  obtaining  loans  or 
credit. 

The  facility  with  which  a  stockholder's  interest  in  a  cor- 
poration may  be  transferred  and  utilized  is  a  feature  which 
is  lacking  in  other  forms  of  organization.  The  interest  of  a 
partner  is  not  easily  transferred  and  can  not  be  pledged  as 
security  for  loans. 

c.  Corporate  entity.    A  corporation  has   a  separate  legal 
existence    without    regard    to    its    individual    members.      Its 
membership    may   be    completely    changed   without    affecting 
the  corporate  existence.8 

A  member  of  a  partnership  can  not  enter  into  contracts 
with  his  firm,  nor  bring  suits  against  it.  A  corporation,  how- 
ever, may  make  contracts  with  its  stockholders,  and  may  sue 
and  be  sued  by  them. 

d.  Continuous  existence.     The   existence  of  a  corporation 
is  not  affected  by  the  death  of  one  or  more   of  its  stock- 
holders,  nor   by    their   bankruptcy,    insanity    or   other    inca- 
pacity, nor  by  disagreements  between  them.     The  corporate 
organization   continues   intact   whereas   a   partnership   under 
such  circumstances  would  in  many  instances  have  been  dis- 
solved and  the  enterprise  seriously  interrupted. 

The  duration  of  the  life  of  a  corporation  is  not  limited, 
except  in  the  case  of  real  estate  corporations.4 

Nominally  a  corporation  has  a  perpetual  existence,  but 
it  may  be  terminated,  (1)  by  failure  to  make  annual  reports 
or  to  pay  taxes,5  (2)  by  voluntary  surrender  of  its  charter 
by  unanimous  consent  of  its  stockholders,6  (3)  by  dissolu- 
tion through  judicial  proceedings,  because  of  insolvency  of 
the  corporation  or  other  conditions  which  render  imprac- 
ticable the  accomplishment  of  its  purposes,7  or  (4)  by  for- 
feiture of  its  charter  by  the  state  for  misuse  or  nonuse  of 
corporate  rights.8 

Until  a  corporation  has  been  terminated  by  one  of  such 
methods  it  continues  to  exist  unaffected  by  vicissitudes  or 
changing  conditions  among  its  stockholders. 

e.  Administrative  system.     Each  member   of   a  partnership 
is  impliedly  authorized  to  act  for  the  firm  and  to  bind  it  by 
transactions  within  the  scope  of  its  business.     With  corpora- 
tions, however,  the  rule  is  different.    A  stockholder,  as  such, 
has  no  authority  to  act  as  agent  for  the  corporation.    Repre- 

*  Andres  v.  Morgan,  62  O.  S.  236;  stalments    of    capital    stock    have 
Bank  v.  Trebein,  59  O.  S.  316.  been  paid,  and  there  are  no  invest- 

*  Articles  of  incorporation  formed  ments  or  unpaid  debts,  the  charter 
for  the  purpose  of  buying  or  sell-  may   be   surrendered   by    action   of 
ing  real  estate  expire  in  twenty-five  the   holders   of   a   majority  of  the 
years.     G.  C.,  §  8648.  stock.     G.  C.,  §  8738. 

•G.  C.,  §§5509  to  5513.  TG.  C.,  §§11938,   11943. 

*  G.    C.,    §  8740.      Where    no    in-          •  G.  C.,  §  12323. 


5  ORGANIZATION   AND  MANAGEMENT.  §3 

sentatives  of  the  stockholders  are  selected,  by  vote,  to  con- 
duct the  corporate  business  and  affairs. 

The  stockholders  elect  a  board  of  directors  which  has  the 
management  and  control  of  the  business.  It  is  possible  for 
minority  stockholders,  by  cumulative  voting,  to  elect  one  or 
more  directors  and  be  represented  in  the  management.  The 
board  of  directors  selects  officers  and  agents  who  transact 
the  business  under  the  control  and  supervision  of  the  board. 

During  their  term  of  office,  the  directors,  acting  as  a 
board,  are  supreme  in  the  management  of  the  corporate 
business  and  so  long  as  they  in  good  faith  conduct  the 
business  lawfully  and  within  the  limits  of  the  articles  of 
incorporation,  they  are  not  subject  to  interference  or  control 
by  the  stockholders,  even  by  a  majority. 

This  system  of  representative  management,  when  properly 
used,  is  practical  and  efficient,  and  is  especially  advantageous 
where  the  capital  stock  of  a  corporation  is  distributed  among 
numerous  holders. 

§3.  Disadvantages  of  corporation,  a.  Expense,  onereut 
reports,  etc.  The  expense  of  doing  business  as  a  corporation  in- 
cludes (1)  the  initial  incorporation  cost,  and  (2)  an  annual 
franchise  tax  of  three-twentieths  of  one  percent  on  the  issued 
capital  stock. 

Formerly  the  sole  expense  was  the  initial  incorporation 
cost.  In  1902  an  annual  franchise  tax  of  one-tenth  of  one 
percent  on  the  issued  capital  stock  was  imposed.  In  1910 
this  was  increased  to  three-twentieths  of  one  percent. 

If  the  corporation  transacts  business  outside  of  Ohio  (other 
than  interstate  commerce),  an  annual  franchise  tax  must  be 
paid  in  each  state. 

In  addition  to  the  expense,  is  the  burden  of  numerous  re- 
ports. Corporate  officers  are  required  to  make  the  following 
reports:  (1)  Ohio  franchise  tax,  annually.  (2)  Franchise  tax 
in  each  other  state  in  which  it  transacts  business,  usually 
annually.  (3)  If  the  corporation  has  issued  bonds,  reports  of 
the  federal  income  tax  deducted  from  bondholders  interest, 
both  monthly  and  annually.  (4)  Dividends  paid  to  stock- 
holders, annually  (for  information  of  the  federal  government)- 

The  foregoing  reports  are  in  addition  to  (a)  the  property 
tax  and  (b)  federal  income  tax  reports  which  are  required 
from  individuals  as  well  as  corporations. 

b.  Surveillance  of  corporate  affairs  and  publicity.  The  fed- 
eral commissioner  of  corporations  has  power  to  investigate  a 
corporation  engaged  in  interstate  commerce  as  to  its  organ- 
ization, and  the  conduct  and  management  of  its  business. 
Under  the  federal  income  tax  law  the  tax  returns  of 
corporations  are  filed  in  the  office  of  the  commissioner  of 
internal  revenue  and  constitute  a  public  record,  and  the 


§4  OHIO   PRIVATE    CORPORATIONS.  6 

books  and  papers  of  a  corporation  may  be  examined  by 
revenue  agents  as  to  the  correctness  of  its  tax  returns. 

In  general  the  advantages  of  the  corporate  form  largely 
outweigh  its  disadvantages.  For  the  conduct  of  a  small  busi- 
ness, or  a  business  owned  by  a  few  individuals,  however,  a 
limited  partnership  may  be  preferable. 

§4.     Selection     of     state     for    incorporation     purposes. 

a.  Ohio.  Where  the  principal  business  of  a  proposed  cor- 
poration is  to  be  transacted  in  Ohio  it  should,  in  general,  be 
organized  under  the  laws  of  this  state.  A  private  business 
corporation  may  be  organized  in  another  state,  and  may 
transact  all  of  its  business  in  Ohio  upon  compliance  with 
requirements  imposed  by  statute  upon  foreign  corporations. 
In  former  years,  when  stockholders  in  Ohio  'corporations  were 
subject  to  double  liability,  many  companies  were  incorporated 
in  other  states  to  transact  business  in  this  state.  But  since 
the  abrogation  of  the  double  liability  in  1903,  foreign  incor- 
poration is  unusual.  Foreign  incorporation  increases  the  cost. 
Organization  fees  and  annual  franchise  taxes  must  be  paid 
in  the  state  of  incorporation  and  also  the  license  fee  and 
annual  franchise  tax  to  the  state  of  Ohio.  An  additional 
expense  is  the  maintaining  of  an  office  in  the  state  of  incor- 
poration, which  is  required  by  the  laws  of  many  states.  An- 
other objection  to  foreign  incorporation  is  the  fact  that  a 
state  has  power  to  place  additional  restrictions  and  condi- 
tions on  the  right  of  foreign  corporations  to  do  business 
within  it,  or  may  wholly  exclude  them  from  the  state.1 

Where  the  stock  will  be  held  by  residents  of  Ohio,  and 
the  property  and  business  of  the  corporation  will  be  in  an- 
other state  incorporation  in  this  state  may  be  advantageous. 
Stock  in  such  foreign  corporations,  held  by  residents  of  Ohio, 
is  taxable  in  Ohio,  while  stock  in  Ohio  corporations  is  exempt 
from  taxation.  By  Ohio  incorporation,  tax  on  the  stock  is 
avoided.  If  the  stock  is  valuable,  the  entrance  and  franchise 
taxes  paid  by  the  corporation,  in  the  state  where  its  business 
is  located,  are  less  than  the  Ohio  tax  on  the  stock. 

b.  Foreign  incorporation.  If  the  proposed  corporation 
will  operate  plants  or  do  business  in  several  states,  a  selec- 
tion must  be  made  of  the  state,  the  laws  of  which  are  best 
adapted  to  the  purposes  of  the  corporation.  Among  the 
states  having  so  called  liberal  incorporation  laws  are  Maine, 
Delaware,  Connecticut,  Massachusetts,  New  York,  Nevada, 
Arizona,  South  Dakota  and  New  Mexico.  Among  the  sub- 
jects for  investigation  in  the  choice  of  a  state  for  incorpora- 
tion purposes  are  the  following: 

Are  the  laws  well  adjudicated? 

Amount  of  organization  fees  and  taxes. 

Is  there  an  annual  franchise  tax? 

1  Aetna  Iron,  etc.,  Co.  v.  Taylor,       C.  C.  602:  5  C.  D.  242. 
3  N.  P.  152;   S.  C.  4  Dec.   180:    13 


7  ORGANIZATION   AND  MANAGEMENT.  §5 

Is  the  charter  perpetual? 

Corporate  objects  and  purposes  permitted. 

Are  nonresidents  eligible  as  directors? 

May  stockholders'  and  directors'  meetings  be  held  outside 
of  the  state? 

May  the  principal  office  be  located  outside  of  the  state? 

Are  books  required  to  be  kept  in  the  state? 

Limitations  and  restrictions  on  amount  of  capital  stock. 

Can  preferred  stock  be  issued? 

Amount  of  capital  (subscribed  and  paid  in)  with  which 
corporation  may  commence  business. 

Amount  of  capital  required  to  be  paid  in  money. 

Power  to  issue  stock  in  consideration  for  property,  ser- 
vices, etc. 

Conclusiveness  of  judgment  of  directors  as  to  value  of 
property,  services,  etc.,  received  by  the  corporation  as  pay- 
ment for  stock. 

May  a  voting  trust  be  formed? 

Liability  of  directors. 

Liability  of  stockholders  for  corporate  debts. 

Inheritance  tax  on  stock.  Does  it  apply  to  nonresident 
stockholders? 

Protection  of  the  minority.     Cumulative  voting. 

Publicity  of  affairs  required. 

A  careful  investigation  of  these  questions  requires  a  visit 
to  a  law  library  containing  the  reports,  statutes  and  most 
recent  session  laws  of  each  state.  Valuable  information, 
however,  may  be  found  in  a  volume  published  annually, 
giving  a  summary  of  the  corporation  laws  of  every  state.2 

The  corporation  laws  of  some  of  the  liberal  states  require 
that  an  office  be  maintained  in  the  state;  that  one  director 
be  a  resident  of  the  state;  that  the  stock  book  and  transfer 
book  be  kept  in  the  office,  and  that  stockholders'  annual 
meetings  be  held  in  the  state.  In  several  of  such  states  there 
are  located  incorporating  agencies  which  make  a  business  of 
furnishing,  for  a  moderate  charge,  office  conveniences  to  cor- 
porations organized  therein,  but  transacting  all  their  business 
outside.  In  such  cases  an  officer  of  the  agency  usually  acts 
as  resident  director  or  agent. 

§  5.  Expense  of  incorporation.  In  estimating  the  cost 
of  incorporation  the  yearly  fee  or  tax  should  be  taken  into 
consideration  as  well  as  the  initial  expense  of  organization. 

a.  Initial  organization  expense.  The  expense  of  organiza- 
tion includes  the  state  filing  fees,  fees  of  acknowledgment, 
etc.,  equipment  of  books  and  seal,  and  counsel  fees. 

'Parker's  Corporation  Manual. 


§5  OHIO   PRIVATE   CORPORATIONS.  8 

In  Ohio  the  state  fees  required  of  a  corporation  with  an 
authorized  capital  stock  of  $50,000  or  less  are  reasonable  in 
amount  as  compared  with  the  fees  charged  in  other  states. 
It  is  different,  however,  where  the  capitalization  is  large. 
For  instance,  the  amount  required  of  a  corporation  having 
an  authorized  capital  of  $1,000,000  in  Ohio  is  $1,002;  while 
in  New  Jersey  it  is  $210;  in  Maine  $117;  in  Arizona  $40; 
and  in  South  Dakota  $28. 

The  initial  expense  of  incorporating  a  company  in  Ohio 
•with  a  capital  stock  of  $10,000,  or  less,  may  be  estimated 
substantially  as  follows: 

Secretary  of  State,  filing  articles  of  incorporation $10.00 

Secretary  of  State,  filing  certificate  of  subscription 2.00 

Notary  fee,  articles  of  incorporation 40 

Clerk's  certificate,   articles  of   incorporation 35 

Equipment  of  record  book,  stock  ledger,  transfer  book,  stock  certifi- 
cate book,  and  seal $8.00  and  upwards 

Attorney's  fee  $50.00  and  upwards 

Total $70.75 

Where  the  capital  exceeds  $10,000,  the  fee  for  filing  the 
articles  is  one-tenth  of  one  percent  of  the  authorized  capital 
stock  ($1  per  $1,000). 1 

b.  Annual  State  franchise  tax.    An  annual  franchise  tax,  for 
the  privilege  of  continuing  business  under  the  corporate  form, 
popularly  known  as  the  Willis  law  tax,  is  imposed  on  Ohio 
corporations,   amounting   to   three-twentieths   of   one   percent 
upon  the  subscribed  or  issued  and  outstanding  capital  stock 
($1.50  per  $1,000) ;  in  no  case  less  than  ten  dollars.2 

Public  utility  companies  pay  taxes  based  on  gross  receipts 
instead  of  on  capital  stock. 

c.  Federal  income   tax.    A   corporation   is   subject   to   an 
income  tax  imposed  by  the  federal  government  amounting  to 
one  percent  of  its  net  income.3 

The  federal  income  tax,  however,  and  the  state  property 
tax,  which  is  imposed  upon  the  property  of  corporations  at 
the  same  rate  as  on  property  belonging  to  individuals,  should 
probably  not  be  classed  as  "incorporation"  expenses. 

d.  Foreign  corporations.     Initial  expense  of  entering    State. 
There  are  two  laws  applying  to  foreign  corporations  entering 
Ohio.     To  enter  the  state  for  the  purpose  of  doing  business 
a  foreign  corporation  must  pay  a  license  fee  according  to  the 
amount   of   its    capital   stock,    ranging   from   $15   where   the 
capital  stock  is  less  than  $100,000  to  $50  where  the  capital 

*  G.    C.,    §  176.  labor,  agricultural  or  horticultural 
1 G.    C.,    §  5498.      Southern    Gum      corporations,  fraternal  benefit  socie- 

Co.  T.  Laylin,  66  O.  S.  578.  ties,  certain  building  and  loan  as- 

*  U.  S.  Stats,  at  Lar.,  vol.  38,  p.       sociations,  nor  on  certain  other  cor- 
166.     This  tax  is  not  imposed  on       porations  not  for  profit. 


9  ORGANIZATION    AND    MANAGEMENT.  |6 

stock  is  $1,000,000  or  more.  If  the  corporation  owns  or  uses 
a  portion  of  its  capital  or  plant  in  Ohio,  it  must  pay  in  addi- 
tion to  the  foregoing  license  fee,  an  initial  franchise  tax  of 
one-tenth  of  one  percent  upon  the  proportion  of  property 
owned  and  used  and  business  done  within  the  state.4 

An  annual  franchise  tax  is  imposed  on  foreign  corporations 
amounting  to  three-twentieths  of  one  percent  upon  the  pro- 
portion of  its  authorized  capital  stock  represented  by  prop- 
erty owned  and  used  and  business  transacted  in  Ohio;  min- 
imum $10.5 

§  6.  Transactions  before  organization.  A  corporation  is 
not  "organized"  until  directors  have  been  elected  by  the 
stockholders.1  The  business  and  property  of  a  corporation 
are  conducted  and  controlled  by  its  board  of  directors.2  Prior 
to  organization  no  one  is  authorized  to  bind  the  corporation 
by  any  act  or  transaction.3 

Agreements  entered  into  by  promoters  prior  to  organ- 
ization may  become  binding  on  the  corporation  if,  after 
organization,  such  acts  are  expressly  adopted  and  ratified  by 
the  board  of  directors,  or  if  the  corporation  accepts  the  bene- 
fits of  the  acts. 

b.  Contracts  by  promoters  with  third  persons.  Assuming  to 
represent  proposed  corporations,  promoters  frequently  enter 
into  agreements  with  third  persons.  They  engage  attorneys 
to  attend  to  the  incorporation;  they  secure  leases  on  prop- 
erty, and  make  contracts  of  purchase,  frequently  advancing 
money  for  such  purposes.  If,  after  organization,  the  cor- 
poration accepts  the  benefit  of  such  a  transaction,  or  ex- 
pressly assumes  it,  it  becomes  the  obligation  of  the  corpora- 
tion.4 

But  if  there  be  a  failure  to  incorporate,  or  if  the  corpora- 
tion after  organization  neither  accepts  the  benefits  of  the 
transaction  nor  expressly  assumes  it,  the  corporation  is  not 
bound.  The  promoter  under  such  circumstances  has  no 
redress  against  the  corporation,  and  may  in  some  cases  be 
personally  liable  to  third  persons  on  the  contracts  made  with 
them.5 

Where   there   are   several    promoters,    one   who   has   been 

4  G.  C.,  §§  178  to  192.  •  Mosier  v.  Parry,  60  O.  S.  388, 

•G.  C.  §5503.  401;  Dayton,  etc.  Co.  v.  Coy,  13  0. 

1  An  election  for  directors  can  not  S.  84. 

be   held    until   ten   percent   of   the  *City  Bldg.   Assn.   v.   Zahner,   6 

capital   stock   has   been   subscribed.  W.  L.  B.  389:    10  Am.  L.  R.   181; 

G.   C.,  §  8635 ;   Trust  Co.  v.  Floyd,  Third   Ward   Bldg.   Assn.  v,   Lotze, 

47  0.  S.  525;  Telephone  Co.  v.  Cm-  11  W.  L.  B.  285. 

cinnati,   73    O.   S.    64,    77;    Hessler  •  Mosier  v.  Parry,  60  O.  S.  388, 

v.  Cleveland,  etc.  Co.,  61  0.  S.  621.  401. 

»G.  C.,  §8660. 


§  7  OHIO  PRIVATE   CORPORATIONS.  10 

held  liable  to  third  persons  on  such  a  contract  may  compel 
the  others  to  pay  their  proportionate  share  of  the  losses. 

Fraud  of  a  promoter  may  invalidate  his  contracts  which 
are  adopted  by  the  corporation  in  ignorance  thereof.  The 
corporation  may  rescind  a  contract  of  purchase  of  property, 
negotiated  on  its  behalf  by  the  promoter,  who  received 
secret  commissions  from  the  seller.6 

c.  Agreements  of  promoters  between  themselves.  An  agree- 
ment between  individuals  to  form  a  corporation  and  pro- 
viding for  its  future  control  is  valid,  as  between  the  parties 
to  it,  if  the  corporation  is  created  according  to  statutory 
requirements,  and  the  objects  contemplated  are  lawful  and 
proper.7 

Such  an  agreement  does  not  affect  the  corporation,  or 
future  stockholders,  unless  its  provisions  are  enacted  by  the 
stockholders  into  the  corporate  regulations. 

§7.    Subscriptions    to    stock    before    incorporation.    No 

subscriptions  to  the  capital  stock  or  other  preliminary 
agreements  need  be  made  prior  to  the  filing  of  articles  of 
incorporation  with  the  secretary  of  state.  After  the  articles 
have  been  filed  and  recorded  it  is  the  duty  of  the  incorpo- 
rators  to  open  books  for  subscriptions. 

It  is  sometimes  desirable,  however,  to  definitely  commit, 
and,  if  possible,  to  legally -bind  the  parties  interested  in  a 
proposed  enterprise,  before  the  expense  of  preparing  and 
filing  articles  is  incurred. 

A  mutual  agreement  between  individuals  to  become  stock- 
holders in  a  corporation  thereafter  to  be  organized  is  valid,1 
and  has  been  held  to  bind  the  persons  executing  it  from  the 
time  it  is  made,  provided  incorporation  is  perfected  within  a 
reasonable  time.2 

Such  an  agreement  should  be  distinguished  from  an  ordi- 
nary subscription  to  capital  stock,  made  before  incorporation. 
The  latter  is  a  continuing  offer,  merely,  and  not  a  present 
contract.  Prior  to  incorporation  there  is  no  authority  in  any 
person  to  accept  the  subscription.  There  is  a  want  of  mu- 
tuality. A  mere  subscription  may  be  withdrawn  or  can- 
celled, by  the  person  making  it,  if  he  acts  before  the  cor- 
poration is  organized  and  his  subscription  accepted.8 

•Commonwealth  Steamship  Co.  v.  Co.  v.  Davis,  40  Minn.   110,  41  N. 

American   Shipbuilding   Co.,    10   O.  W.     1026;     Knox    v.    Childersburg 

L.  R.  427;   197  Fed.  797   (U.  S.  D.  Land  Co.,  86  Ala.  180,  183,  184,  5 

C.  1912)  s.  c.  10  0.  L.  R.  395;  197  So.  578. 
Fed.  780.  *  Mill   Co.  v.   Felt,   87   Me.   234.; 

TDoan  v.    Rogan,   79   0.   S.    372,  Hudson  Real  Estate  Co.  v.  Tower, 

386.  161  Mass.   10;   Auburn  Bolt  Works 

'Doan   v.   Rogan,   79   O.    S.    372,  v.    Schultz,    143    Pa.    St.    256;    See 

386.  Wallace  v.  Townsend,  43  O.  S.  537. 

"Minneapolis   Threshing   Machine 


11  ORGANIZATION  AND  MANAGEMENT.  §8 

If  the  subscription  is  not  withdrawn,  but  is  permitted  to 
stand  until  the  corporation  is  organized  and  the  subscription 
accepted,  the  contract,  according  to  the  rule  prevailing  in  a 
majority  of  the  states,  becomes  complete  and  enforceable  by 
the  corporation.4 

In  Ohio,  however,  it  has  been  held  that  subsequent  in- 
corporation and  acceptance  of  the  subscription  does  not 
render  a  prior  subscription  enforceable.8 

§8.  Stockholders'  rights  and  powers,  a.  In  general. 
Stockholders  have  very  limited  powers  and  functions  in  the 
active  management  of  the  affairs  of  a  corporation.  The 
business  and  property  are  managed  and  controlled  by  the 
board  of  directors.  Even  a  majority  of  stockholders  can  not 
interfere  with  or  control  the  actions  of  directors  so  long  as 
the  affairs  are  conducted  lawfully,  within  the  limits  of  the 
articles  of  incorporation  and  in  accordance  with  the  lawful 
regulations.6  When  the  holders  of  a  majority  of  the  stock  of 
a  corporation  become  dissatisfied  with  the  management,  the 
usual  remedy  is  to  elect  other  directors  at  the  succeeding 
annual  election.  But  majority  stockholders  may  bring  about 
an  immediate  change  in  the  policy  of  management  by  in- 
creasing the  number  of  directors  at  a  special  meeting  of  the 
stockholders.1 

Among  the  rights  and  powers  possessed  by  stockholders 
are  the  following: 

b.  Election    of    directors.    Directors    are    elected    by    the 
stockholders  and  every  owner  of  full  paid  stock  has  a  right 
to  be  present  at  elections  and  to  vote.    By  cumulative  voting 
minority  stockholders  are  sometimes  enabled  to  elect  one  or 
more  directors  and  to  secure  representation  on  the  board. 

c.  Information.    A   stockholder  has   a  right  to    examine 
the  books  and  records  of  the  corporation  at  all  reasonable 
times.     A    corporation   is   required   by   statute    to    make    an 
annual  statement   of  its   financial   condition   and   to   furnish 
a  copy  to  each  of  its  stockholders.2 

d.  Prevention  of  breach  of  trust.     Stockholders  may,  un- 
der some  circumstances,  enjoin  the  directors  from  fraudulent 
dealings   with   the    corporate    property   or   from    committing 
acts  beyond  the  limits  of  the  charter  of  the  corporation. 

4 Nebraska    Chicory    Co.    v.    Led-  'Dayton,  etc.  Co.  v.  Coy,  13  O. 

nicky,  79  Neb.  587,  113  N.  W.  245;  S.   84,  91. 

McNaught  v.  Fisher,  96   Fed.  Rep.  'Toledo,  etc.  Co.    v.    Smith,    205 

168;     Athol     Music     Hall     Co.     v.  Fed.  643,  673. 

Carey,    116    Mass.    471;    Planters,  » G.    C.,   §8665;    Gold   Bluff,  etc. 

etc.  Packet  Co.  v.  Webb,   144  Ala.  Co.  v.  Whitlock,  75  Conn.  669;  In 

666 ;    Cook    on    Corporations,    §  72  re   Griffing  Iron   Co.,   63   N.   J.   L. 

and  cases  cited.  168,  357. 

«G.  C.,  §8685. 


§8  OHIO  PRIVATE   CORPORATIONS.  12 

e.  Regulations.     Stockholders  have  a  right  to  adopt  reg- 
ulations for  the  government  of  the  corporation.     Regulations 
should  not  be  confused  with  by-laws,  which  are  adopted  by 
the   directors   and  are  for  the   government  of  the   directors 
only.3 

The  corporation  laws  of  many  other  states  provide  for 
by-laws  only,  which  are  adopted  by  the  stockholders  and  are 
similar  to  the  regulations  of  Ohio  corporations. 

Although  the  "corporate  powers,  business  and  property 
must  be  exercised,  conducted  and  controlled  by  the  board  of 
directors,"*  the  stockholders  are  expressly  authorized  by 
statute  to  adopt  regulations  providing  for  "the  duties  and 
compensation  of  officers"  and  "the  manner  of  election,  or 
appointment,  and  the  tenure  of  office,  of  all  officers  other 
than  the  trustees  or  directors."6 

This  authorizes  the  stockholders  to  place  restrictions  upon 
the  salaries  of  the  officers  and  directors,  and  to  reserve  the 
right  to  elect  subordinate  officers. 

f.  Certificates   of  stock.     The    holders   of   stock,   which   has 
been  fully  paid,   are   entitled  to   certificates   evidencing  the 
same.     It  is  the  duty  of  the  president  and  secretary,  on  de- 
mand, to  issue  such  certificates. 

Upon  any  transfer  of  full  paid  stock  the  transferee  is 
entitled  to  have  it  transferred  to  his  name  on  the  books  of 
the  company  and  to  receive  new  certificates  issued  in  his 
name.6 

g.  Right  to  dividends  and  increased  stock.     "When  dividends 
have  been  declared  by  directors  each  stockholder  is  entitled 
to  be  paid  his  share.     When  the  capital  stock  is  increased 
each  stockholder  has  a  right  to  subscribe  for  and  take  his 
pro  rata  share  of  the  increase. 

h.  Certain  acts  of  directors  must  be  ratified  by  stockholders. 
The  entire  property  and  assets  of  a  corporation  can  not  be 
sold  unless  the  proposition  has  been  submitted  at  a  meeting 
of  the  stockholders  called  for  the  purpose  and  the  proposi- 
tion ratified  by  the  holders  of  three-fourths  of  the  stock.  In 
such  case  minority  stockholders  who  are  dissatisfied  with  the 
sale  are  entitled  to  be  paid  the  value  of  their  stock.7 

Bonds  convertible  into  stock  can  not  be  issued  by  a  cor- 
poration without  the  written  assent  of  three-fourths  of  the 
stockholders  representing  three-fourths  of  the  capital  stock 
actually  paid.8 

i.     Changes  in  capital  stock  or  corporate  name  or  purposes. 

•Morris  v.  Griffith,  34  W.  L.  B.  8G.  C.,  §8704. 

191 ;  State  v.  Burial  Assn.  8  C.  C.  •  G.    C.,   §§  8673,   8672. 

n.  s.  248,  18  C.  D.  397.  TG.   C.,   §§8710  to  8718. 

4G.   C.,  §8660.  8G.  C.,  §8709. 


13  ORGANIZATION  AND  MANAGEMENT.  §  1Q 

The  capital  stock  of  a  corporation  can  not  be  increased  or 
reduced,  nor  can  its  articles  of  incorporation  be  amended, 
without  the  favorable  action  of  the  holders  of  at  least  a 
majority  of  its  capital  stock.  Some  changes  require  the  con- 
sent of  the  owners  of  three-fourths  or  three-fifths  of  its 
stock.9 

§  9.  Liability  of  stockholders.  Where  stock  has  been 
fully  paid  up,  in  cash  or  property,  its  holder  is  under  no 
liability  (except  as  to  debts  incurred  by  the  corporation 
prior  to  November  23,  1903).  A  subscriber  to  stock  is  liable 
to  the  extent  of  the  par  value  of  his  stock  but  no  further. 
The  corporation  can  not  make  additional  assessments  on  him, 
nor  is  he  liable  for  debts  of  the  corporation. 

A  person  to  whom  "watered  stock"  is  issued  by  a  cor- 
poration may,  under  some  circumstances,  be  liable  to  creditors 
of  the  corporation  for  the  amount  of  "water,"  that  is,  the 
difference  between  the  par  value  of  the  stock  and  the  amount 
actually  paid  for  it.1 

"Where  "watered  stock"  is  purchased  from  a  stockholder 
for  value,  by  a  person  having  no  notice  that  the  stock  is  not 
fully  paid  up,  the  purchaser  is  not  liable.  The  purchaser  may 
rely  on  the  representation  of  the  corporation  that  the  stock 
is  full  paid.  The  statement  "full  paid  and  nonassessable"  on 
a  stock  certificate  is  a  representation  by  the  corporation  that 
the  stock  has  been  paid  up  and  the  purchaser  need  not 
inquire  further.2 

Double  liability.  Prior  to  the  year  1903  a  stockholder  in 
an  Ohio  corporation  who  had  paid  for  his  stock  was,  in  case 
of  insolvency  of  the  corporation,  liable  for  an  additional 
amount  equal  to  the  par  value  of  his  stock.  This  double 
liability  was  abolished  by  an  amendment  to  the  constitution. 
Stockholders  are  now  subject  to  such  double  liability  for 
debts  incurred  prior  to  November  23,  1903,  but  are  under 
no  liability  for  debts  incurred  subsequent  to  that  date,3  ex- 
cept stockholders  in  banks,  both  state  and  national,  who  are 
subject  to  the  double  liability.  The  double  liability  of  State 
bank  stockholders  was  added  by  an  amendment  to  the  con- 
stitution adopted  September  3,  1912,  to  take  effect  January 
1,  1913.4 

§  10.  Stock.  The  term  "capital  stock"  is  variously  used 
to  indicate  (1)  the  nominal  or  authorized  capital  stock,  (2) 

•G.  C.,  §§8699,  8720.  etc.  Co.,  4  N.  P.  n.  s.  113,  121:  17 

1  Gates  v.  Tippecauoe  Stone  Co.,  L.  D.  8  aff'd  no  rep.  78  0.  8.  408. 

57  O.  S.  60.  «G.   C.,  §8687. 

1  Roebling  Sons   Co.  v.   Shawnee,  4  Constitution,  Art.  XIII,  §  3. 


§10  OHIO  PRIVATE  CORPORATIONS.  14 

the  paid  up  and  issued  capital  stock  (3)  the  capital  or  property 
of  the  corporation  and  (4)  the  common  stock  only,  exclusive 
of  the  preferred  stock.5 

a.  The  nominal  or  authorized  capital  stock  is  the  amount 
specified  in  the  articles  of  incorporation  as  the  limit  of  capi- 
tal which  may  be  subscribed  and  paid  in  by  stockholders.1 

In  taxation  and  certain  other  statutes  the  term  capital 
stock  has  been  used  as  meaning  the  capital  or  property  of  the 
corporation.2 

A  clear  distinction,  however,  is  now  recognized  between 
the  capital  stock  and  the  capital  of  a  corporation. 

The  amount  of  the  capital  stock  remains  fixed  while  the 
actual  property  or  capital  fluctuates  in  value  and  continually 
increases  or  dimishes  in  amount.3 

b.  A  share  of  stock  is  a  right  which  entitles  its  owner  to 
participate   in  the   profits   of  the   corporation,   in   its   assets 
upon  liquidation,  and  to  vote  at  elections  of  directors,  and 
upon  certain  matters  required  by  statute  to  be  submitted  to 
stockholders.4 

In  this  chapter  the  term  "stock"  is  used  as  meaning 
shares  of  stock  which  is  its  generally  accepted  meaning  at  the 
present  time.  Formerly  the  word  "stock"  was  used  as  the 
equivalent  of  capital  stock. 

c.  Issued  stock  is  that  part  of  the  nominal  or  authorized 
capital  stock  which  has  been  subscribed  for,  or  sold,  and  for 
which  payment  has  been  made.    A  certificate  is  not  necessary 
to    constitute    a   person,   who    has   subscribed    and   paid    for 
stock,    a   stockholder,6   as   a   certificate   of   stock   is   not   the 
stock  itself,  but  merely  evidence  of  its  ownership.     Issue! 
stock,   however,   is   usually   represented   by   certificates,    and 
stockholders  who  have  paid  for  their  stock  are  entitled  to 
have  certificates  issued  to  them.6 

When  originally  issued  by  an  Ohio  corporation,  stock 
must  be  fully  paid  for  in  cash,  services,  or  property.7 

d.  Unissued  stock  is  that  part  of  the  nominal  or  author- 
ized capital  stock  which  has  not  been  subscribed  for,  or  sold, 
and  in  which  no  property  rights  have  been  acquired. 

Unissued  stock  is  sometimes  confused  with  treasury  stock, 
but  it  differs  widely  from  the  latter.  Unissued  stock  is  not 

•Miller  v.  Baker    Co.,    208  Fed.       511;  Cleveland  Trust  Co.  v.  Lander, 
190;  11  O.  L.  R.  557.  62  O.  S.  273. 

1  See  G.  C.,   §  8625.  *  See    Jones   v.    Davis,    35    O.   S. 

2  Lee   v.   Sturges,   46   0.   S.  160;       477. 

Bradley   v.    Bauder,    36    O.    S.    34;  6Ry.   Co.  v.   Bank,   1   C.   C.   199, 

Jones  v.  Davis,  35  0.  S.  476,  477;  207;    1   C.  D.   109. 

Railway  Co.  v.  Furnace  Co.,  49  O.  •  G.   C.,  §  8672. 

S.  112.  T  Gates  v.  Tippecanoe  Stone  Co., 

'State   v.    Jones,    51    O.    S.    510,  57  O.  S.  60. 


15  ORGANIZATION  AND  MANAGEMENT.  §  1Q 

an  asset  of  the  corporation.    It  is  merely  the  right  in  the  cor- 
poration  to  issue  stock. 

e.  Treasury  stock  is  stock  originally  issued  and  full  paid, 
which  has  been  acquired  by  the  corporation  through  gift,  in 
liquidation  of  a  debt,  or  otherwise,  and  which  is  held  subject 
to  disposal  by  the  directors.8 

The  term  treasury  stock  is  sometimes  wrongly  applied  to 
unissued  stock. 

Treasury  stock  is  an  asset  of  the  corporation  and  may  be 
sold  below  par.  Treasury  stock  can  not  be  voted. 

f.  Preferred  stock  is  that  which  is  given  a  preference  over 
the  other  stock  of  the  same  corporation.    It  is  issued  in  many 
different    forms    with    various    preferences    and    restrictions. 
The   usual  preference   relates  to   dividends,   and   entitles   its 
owner  to  dividends  at  a  specified  rate  before  any  dividends 
are  paid  on  common  stock. 

The  Ohio  statute9  prohibits  the  issuing  of  preferred  stock 
in  excess  of  "two-thirds  of  the  actual  capital  paid  in."  The 
statute  limits  the  priority  dividend  rate  on  preferred  stock  to 
eight  percent.  Priority  in  assets,  on  liquidation  of  the  cor- 
poration, is  given  by  the  statute. 

Preferred  stock  may  be  issued,  subject  to  redemption  at 
a  fixed  time  and  price,  which  must  be  stated  on  the  certifi- 
cate of  such  stock. 

The  right  to  vote  preferred  stock  may  be  limited  or  en- 
tirely withheld. 

All  preferences  and  restrictions  should  be  set  forth  in  the 
articles  of  incorporation  and  also  on  the  certificates  of  stock. 

After  organization  the  capital  stock  of  a  corporation  may 
be  increased  by  an  issue  of  preferred  stock,  upon  the  written 
assent  of  three-fourths  in  number  of  its  stockholders  repre- 
senting three-fourths  of  its  capital  stock.10 

Dividends  on  preferred  stock  may  be  made  cumulative 
or  noncumulative.  If  cumulative,  all  arrears  must  be  paid  in 
succeeding  years  before  any  dividend  is  paid  on  common 
stock.  Tf  noncumulative,  no  deficiency  need  be  made  up  in 
subsequent  years. 

Dividends  in  excess  of  the  specified  rate  on  preferred 
stock  are  paid  to  the  holders  of  common  stock  until  the  com- 
mon stock  holders  receive  an  amount  equal  to  that  paid  on 
the  preferred  stock. 

Further  surplus  profits  in  any  year  are  divided  pro  rata 
among  all  stockholders,  common  and  preferred,  without  dis- 

•Cook     on     Corporations,     §46;  »G.   C.,   §§8667  to  8671. 

Conyngton  on   Corporate  Organiza-           10  G.  C.,  §  8699. 
tion,    §64;    Taylor    v.    Miami    Ex- 
porting Co.,  6  Ohio  176,  220. 


§  11  OHIO  PRIVATE  CORPORATIONS.  16 

tinction.  By  an  express  stipulation,  dividends  on  preferred 
stock  may  be  limited  to  the  agreed  rate  and  all  surplus  divi- 
dends paid  to  the  holders  of  common  stock. 

g.  Common  stock  is  all  the  capital  stock  of  a  corporation 
to  which  no  advantage,  preference  or  priority  is  given  over 
other  stock. 

h.  Full  paid  stock  is  stock,  the  entire  par  value  of  which 
has  been  paid,  in  money  or  property,  and  on  which  there  is 
no  liability  to  the  corporation  or  to  creditors. 

i.  "Watered  stock"  or  "fictitiously  paid  stock"  is  that 
which  has  been  issued  as  full  paid  stock  when  in  fact  the 
entire  par  value  has  not  been  received  by  the  corporation. 
The  person  receiving  such  stock  from  the  corporation  may 
be  held  liable  to  creditors,  in  the  event  of  insolvency  of  the 
corporation,  for  the  amount  of  the  "water,"  viz.,  the  dif- 
ference between  the  par  value  of  the  stock  and  the  amount 
actually  paid  for  it.  Because  of  such  possible  liability 
watered  stock  is  usually  issued  by  some  method  whereby 
the  records  of  the  corporation  are  made  to  show  that  full 
value  has  been  given  for  the  stock.  The  method  most  fre- 
quently adopted  is  that  of  issuing  stock  for  property  or 
services  at  an  overvaluation.  That  property  has  been  fraudu- 
lently overvalued  is  usually  difficult  of  proof,  and  this  method 
appears  to  be  regarded  as  the  most  effectual  in  concealing 
the  real  character  of  the  stock. 

Occasionally  stock  is  issued  as  full  paid  in  consideration 
of  a  sum  of  money  less  than  its  par  value.  In  such  cases  the 
real  character  of  the  stock  and  the  amount  of  "water"  are 
usually  easy  of  proof.11 

§  11.  Capitalization — Meaning  of  term.  Stock  and  bonds 
distinguished.  The  term  "capitalization"  is  variously  used. 
(1)  In  one  acceptation  it  includes  the  entire  authorized  capi- 
tal stock  of  a  corporation,  both  common  and  preferred, 
whether  issued  or  not,  but  does  not  include  bonds.  (2)  In 
another  acceptation  the  term  capitalization  represents  the 
par  value  of  stock  which  has  been  issued.  (3)  In  its  usual 
financial  acceptation,  the  term  includes  both  stock  and  bonds, 
but  only  to  the  extent  they  have  been  issued. 

In  financial  practice,  stocks  and  bonds  are  both  treated 
as  securities  "issued  against"  the  property  of  a  corporation, 
but  there  is  an  important  distinction  between  them.  Bonds 
are  evidences  of  debt.  A  bondholder  is  a  creditor  of  the 
corporation.  An  issue  of  bonds  is  usually  secured  by  a  mort- 

u  For  circumstances  under  which       than  par,  see    Peter  v.  Union  Mfg. 
a  corporation  whish  has  commenced       Co.,  56  O.  S.  181. 
business    may    sell    stock    for    less 


17  ORGANIZATION  AND  MANAGEMENT.  §12 

gage  on  all  or  a  part  of  the  property  of  the  corporation. 
Interest  on  bonds  falls  due  at  fixed  intervals,  irrespective  of 
whether  profits  have  been  earned,  and  if  not  paid,  the  cor- 
porate property  may  be  swept  away  by  foreclosure  proceed- 
ings under  the  mortgage. 

A  stockholder,  however,  is  not  a  creditor.  The  return  on 
his  investment  is  in  the  form  of  dividends,  not  interest;  and 
dividends  even  on  preferred  stock  can  be  declared  only  out 
of  surplus  profits.1 

§12.  Amount  of  capitalization.  Considerations  affecting. 
In  this  section  the  term  "capitalization"  is  used  as  repre- 
senting the  par  value  of  the  stock  which  has  been  issued. 

a.  Actual  value.     The  basis  of  capitalization  contemplated 
by  the  law  of  Ohio  is  the  amount  of  cash,  or  the  actual  value 
of  property,  for  which  stock  is  issued.1 

There  are  certain  classes  of  corporation,  notably  banks 
and  financial  institutions,  which  have  rigidly  adhered  to  this 
rule  and  are  capitalized  on  the  basis  of  actual  values.  The 
rule  is  also  followed,  in  many  instances,  in  the  organization 
of  trading  or  mercantile  corporations. 

In  estimating  the  actual  value  of  property,  as  a  basis  for 
capitalization,  intangible  assets  may  be  included.  Where 
an  established  business  is  taken  over  by  a  corporation,  the 
good  will  and  other  intangible  property  are  often  exceedingly 
valuable. 

Whether  in  such  cases  the  valuation  placed  upon  prop- 
erty by  directors  is  conclusive,  in  the  absence  of  fraud,  has 
not  been  determined  by  the  supreme  court  of  Ohio.  One 
circuit  court  has  expressed  the  opinion  that  the  "good  faith" 
rule  should  prevail.2 

b.  Exceeding     actual     value.    Earning     power.    Numerous 
corporations   have    been    capitalized    not   on   the    amount   of 
money  or  the  value  of  property  invested  (including  intangible 
property   at  a  fair  appraisement)    but   on  the   basis   of  the 
prospective  earning  capacity.    Bonds  or  preferred  stock,  and 
sometimes  both,  were  issued  up  to  the  cost  or  value  of  the 
property  and  common  stock  was  issued  in  such  additional 
amounts  as  the  estimated  profits  would  pay  dividends  upon. 

The  practice  of  capitalizing  in  excess  of  property  values 
has  been  followed,  in  perhaps  a  majority  of  cases,  in  good 
faith  and  without  fraudulent  intent.  It  has  been  defended 
by  authorities  upon  substantially  the  following  grounds: 

»G.  C.,  §8724;   Miller  v.  Ratter-  'Kunz  v.  National  Valve  Co.,  9 

man,  47  0.  S.  141.  C.  C.  n.  8.  607;   29  C.  C.  619. 

1  Gates  v.  Tippecanoe   Stone   Co., 
57  O.  S.  60. 


§12  OHIO  PRIVATE  CORPORATIONS.  18 

Capital  risked  in  business  enterprises  is  rightfully  entitled 
to  a  larger  return  than  capital  invested  in  conservative  real 
estate  mortgages  or  municipal  bonds.  If  a  business  enter- 
prise, capitalized  at  actual  property  values,  proves  successful 
it  will  pay  dividends  largely  in  excess  of  prevailing  interest 
rates.  By  "a  large  capitalization  dividends  are  kept  low 
enough  to  avoid  the  cupidity  of  possible  competitors  and  the 
interference  of  legislatures."3  Another  reason  given  is  that 
experience  has  demonstrated  that  stock  can  be  sold  more 
easily  and  for  a  proportionately  higher  price  where  the 
capitalization  is  high  and  the  dividend  rate  fairly  low,  than 
where  the  capitalization  is  low  and  the  dividend  rate  high. 
It  has  been  further  suggested  by  the  defenders  of  capitalizing 
in  excess  of  property  values,  that  such  capitalization  injures 
no  one  because  the  practice  is  so  common  and  well  known 
that  neither  creditors  nor  investors  rely  on  the  nominal 
capitalization  as  representing  actual  property  values. 

In  Ohio,  capitalization  at  amounts  in  excess  of  property 
values  is  contrary  to  the  legal  requirement  that  all  stock 
issued  must  be  fully  paid  for  in  money,  services,  or  prop- 
erty.4 

To  avoid  the  liability  imposed  by  this  rule  resort  has 
been  had,  in  organization  proceedings,  to  fiction,  by  which 
it  was  made  to  appear  that  the  stock  has  been  fully  paid. 
Usually  property  or  services  were  accepted  in  payment  by 
the  directors  at  valuations  which  were  inflated. 

As  already  stated  this  frequently  has  been  done  without 
fraudulent  intent.  The  persons  to  whom  the  stock  was  so 
issued,  in  many  cases,  derived  no  personal  gain  from  it,  but 
immediately  assigned  it  to  the  corporation  or  to  trustees,  to 
be  treated  as  treasury  stock  and  given  as  a  bonus  to  the  pur- 
chasers of  bonds,  or  sold  at  a  discount  or  otherwise  used  in 
raising  funds  for  corporate  purposes. 

If  the  corporation  remains  solvent  there  is  but  little  dan- 
ger of  personal  liability  arising  from  the  transaction.  It  is 
possible  that  the  transaction  may  be  set  aside  by  the  cor- 
poration, or  by  dissenting  stockholders,8  but  as  it  has  been 
usually  consummated  at  the  time  of  organization  of  the  cor- 
poration and  with  the  consent  of  the  original  stockholders, 
the  corporation  is  bound  by  the  transaction.6 

If,   however,   the   corporation  should  become   insolvent   a 

*  Cook  on  Corporations,  §  46,  B  Orton  v.  Edson  Reduction  Ma- 
quoted  in  Kunz  v.  National  Valve  chinery  Co.,  5  C.  C.  n.  s.  540;  17 
Co.,  9  C.  C.  n.  s.  605;  29  C.  D.  C.  D.  107  (affirmed  without  report 
519.  75  0.  S.  580). 

4  Gates  v.  Tippecanoe  Stone  Co.,  •  Old  Dominion,  etc.,  Co.  v. 

57  O.  S.  60.  Lewisohn,  210  U.  S.  206. 


19  ORGANIZATION  AND  MANAGEMENT.  §  13 

personal  liability  to  subsequent  creditors  may  result.  The 
persons  to  whom  the  stock  has  been  issued  may,  if  it  be 
proved  that  the  property  or  services  were  fraudulently  over- 
valued, be  held  liable  for  the  difference  between  the  actual 
value  of  the  property  and  the  par  value  of  the  stock.7 

That  there  has  been  a  fraudulent  overvaluation  of  prop- 
erty is  often  difficult  of  proof,  especially  where  the  property 
accepted  by  the  directors  includes  intangible  assets  such  as 
good  will,  etc.8 

Where  the  stock  will  be  offered  to  the  public,  the  "blue 
sky"  law  should  be  taken  into  consideration  by  promoters 
who  contemplate  capitalization  in  excess  of  property  values.9 

c.  Less  than  actual  value.    Where  a  corporation  is  organized 
to   conduct   a  business   of   comparatively   small   proportions, 
and  it  is  intended  that  the  stock  shall  be  held  by  few  per- 
sons, and  not  sold  to  the  public,  it  is  sometimes  advantageous 
to  fix  the  capitalization  at  less  than  the  actual  value  of  the 
investment.    By  this  means  a  saving  is  effected  in  the  amount 
of    state    organization    fees    and    annual    franchise    (Willis) 
taxes.     In  practice  the  excess  of  the  property  values  over 
the  capital  stock  is  sometimes  covered  by  a  bond  issue. 

d.  Capitalization  of  public  utility   companies  and  railroads. 
Stocks  and  bonds  issued  by  railroads  and  public  utility  com- 
panies are  void  unless  the  issue  is  authorized  by  the  public 
utilities  commission  of  Ohio  after  a  hearing.    The  application 
to  the  commission  for  authority  to  issue  stock  or  bonds  must 
specify  the  amount,  character  and  purpose  of  the  issue,  and 
certain   information  in  detail.     The  money  or  property   de- 
rived from  the  issue  must  be  applied  to  the  authorized  pur- 
pose.10 

The  application  must  be  signed  and  verified  by  the  presi- 
dent and  secretary  and  penalties  are  provided  for  false 
statements.11 

§  13.  Form  of  capitalization.  Preferred  and  common 
stock.  Bonds.  In  financing  a  corporation  it  is  often  desired 
to  assure  or  guarantee  a  specific  return  on  the  capital  in- 
vested. The  owner  of  common  stock  has  no  such  assurance. 
He  is  entitled  to  his  pro  rata  share  of  the  dividends  which 
have  been  declared  by  the  directors  out  of  surplus  profits. 
But  the  directors  have  discretionary  power  to  declare  or  to 
withhold  dividends.  It  is  only  in  exceptional  cases  that  a 
stockholder  can  compel  the  declaration  of  a  dividend,  al- 

'  Gates  v.  Tippecanoe  Stone  Co.,          'See   Sec.    14,   Disposal   of  stock 
57  O.  S.  60.  and  bonds. 

•See  Cook  on  Corporations,  §35.  »G.    C.,    §§614-53   to   614-55. 

"G.  C.,   §614-57. 


§  14  OHIO  PRIVATE  CORPORATIONS.  20 

though  there  are  surplus  profits.  Directors  may,  and  often 
do,  use  the  profits  to  enlarge  and  develop  the  business  in- 
stead of  making  a  division  among  the  holders  of  common 
stock. 

In  cases  of  bad  faith  or  abuse  of  discretion  on  the  part 
of  directors,  courts  will  interfere,  but  not  otherwise. 

Preferred  stock,  however,  may  be  issued  with  a  much  more 
definite  assurance  of  dividends,  and  with  priority  over  com- 
mon stock  in  assets  in  the  event  of  liquidation.1 

Directors  have  power,  in  the  exercise  of  discretion,  to 
withhold  dividends  on  preferred  stock,  but  because  of  the 
probable  injury  to  the  credit  of  the  corporation  arising  from 
nonpayment,  such  dividends  are  rarely  withheld  where  sur- 
plus profits  exist. 

The  dividend  rate  on  preferred  stock  is  usually  fixed  at 
from  six  to  eight  percent.2 

Bonds  constitute  a  debt  of  the  corporation,  and  are  usually 
secured  by  a  mortgage  on  the  corporate  property.  The  in- 
terest rate  on  bonds  is  customarily  from  four  to  six  percent. 
Where  bonds  can  be  sold  without  sacrifice,  the  annual  inter- 
est charge  thereon  is  less  than  the  sum  required  to  pay  divi- 
dends on  preferred  stock  of  the  same  amount.  But  if  it  is 
uncertain  whether  the  earnings  of  the  corporation  will  be 
sufficient  to  pay  interest  on  the  bonds,  regularly  and  prompt- 
ly when  due,  in  addition  to  operating  expenses,  a  bond  issue 
is  dangerous  because  of  the  right  of  foreclosure  of  the  mort- 
gage upon  a  default  of  interest. 

Furthermore,  preferred  stock,  held  by  residents  of  Ohio, 
is  exempt  from  taxation,  while  bonds  are  taxable. 

For  these  and  similar  reasons  preferred  stock  is  usually 
chosen  as  the  form  of  security  to  be  issued,  when  conditions 
are  such  that  preferred  stock  can  be  sold. 

§14.  Disposal  of  stock  and  bonds.  "Blue  sky"  law. 
The  sale  of  corporate  stock  and  bonds  is  regulated  by  the  so- 
called  "blue  sky"  law.1 

In  general,  this  law  provides  that  corporate  securities 
may  be  disposed  of  through  licensed  dealers  only.  All  others 
are  prohibited  from  obtaining  subscriptions  to,  or  selling, 
securities.  But  there  are  a  number  of  exceptions.  An  Ohio 
corporation  may  dispose  of  securities,  issued  by  it,  for  its 
sole  account,  without  any  commission,  and  at  a  total  expense 
not  exceeding  two  percent  of  the  proceeds,  plus  $500,  provided 
no  part  of  the  issue  is  issued  for  patents,  services,  good  will  or 

1G.   C.,  §§8668  to  8671.  *  104  v.   110;    106  v.   360;    103  v. 

*In   Ohio  priority   dividends   are      743,  G.  C.,  §§6373-1  to  6373-24. 
limited  to  8  percent.     G.  C. 


21  ORGANIZATION  AND  MANAGEMENT.  §14 

for  property  not  located  in  Ohio.  A  statement  of  the  above 
facts  must  be  made  by  the  president  and  secretary  or  in- 
corporates to  the  commissioner  (state  superintendent  of 
banks  )  before  the  securities  are  offered  for  disposition.  Un- 
less disposed  of  by  the  corporation  under  the  above  circum- 
stances corporate  securities,  with  some  exceptions,  can  be  dis- 
posed of  only  by  persons  holding  a  license.2 

Licensed  dealers  are  required  to  file  certain  information 
with  the  commissioner  concerning  corporate  securities  to  be 
sold  by  them,  including  the  name,  location  and  names  of  of- 
ficers and  directors  of  the  issuer;  a  financial  statement  show- 
ing, in  general  detail,  its  assets  and  liabilities  and  capital  stock 
on  or  subsequent  to  the  end  of  its  last  fiscal  year,  and  its  gross 
income,  expenses,  and  fixed  charges  for  one  year  next  preced- 
ing; also  a  description  of  the  securities  and  the  purpose  of  the 
issue.  The  above  information  is  dispensed  with  in  certain 
cases,  as  where  the  security  has  been  listed  in  daily  newspaper 
quotations  for  a  year  or  more  or  appears  in  an  approved 
manual  or  where  the  transaction  is  a  single  sale  for  $5,000  or 
more,  or  in  the  case  of  undefaulted  public  utility  or  industrial 
securities  outstanding  prior  to  March  1,  1914,  if  the  issuer  was 
then  and  is  at  the  time  of  sale,  a  going  concern. 

A  special  certificate  or  license  from  the  commissioner  is 
required  in  the  case  of  promotions,  underwriting  flotations, 
etc.,  as  to  each  issue,  to  the  effect  that  the  law  has  been  com- 
plied with  ;  that  the  business  of  the  applicant  is  not  fraudulently 
conducted ;  that  the  proposed  disposal  of  securities  is  not  on 
grossly  unfair  terms  and  that  the  issuer  or  vendor  is  solvent. 
The  application  for  such  certificate  must  contain  detailed  in- 
formation, including: 

(a)  Certified  copies  of  the  articles  of  incorporation,  regu- 
lations and  by-laws  and  (b)  of  all  minutes  of  stockholders 
and  directors  relative  to  the  issue,  (c)  A  sworn  statement  of 
the  president  and  secretary  of  the  issuing  company  showing 
in  detail  the  items  of  cash,  property,  services,  patents  and 
other  consideration  for  which  the  securities  have  been  or  are 
to  be  issued,  (d)  Certified  copies  of  all  contracts  between 
the  issuer  and  underwriters,  and  all  contracts  relating  to  the 
disposal  of  the  securities.  (e)  Contracts  between  under- 
writers and  salesmen,  agents  or  brokers. 

A  special  certificate  is  not  required  for  the  securities  of 
all  corporations,  exceptions  being  made  in  favor  of  certain 
public  utility,  transportation,  manufacturing,  coal  mining, 
quarrying  and  real  estate  companies  organized  under  Ohio 

•G.  C.,  §§6773-1,  6373-2,  6373-14. 


§15  OHIO  PRIVATE  CORPORATIONS.  22 

laws,  whose  property  covered  by  such  securities  is  located 
in  Ohio.3 

A  copy  of  each  prospectus,  circular,  etc.,  must  be  filed 
with  the  commissioner  by  dealers. 

The  "blue  sky"  law  does  not  apply  to  certain  securities, 
including : 

Securities  of  a  public  utility  authorized  by  the  public 
utilities  commission  and  not  defaulted  or  judicially  invali- 
dated. Stocks  and  obligations  of  banks  or  building  and  loan 
associations  which  are  subject  to  examination  by  proper 
authorities. 

A  sale  to  one  purchaser  of  more  than  fifty  percent  of  an 
entire  issue  of  corporate  bonds,  not  defaulted,  nor  judicially 
invalidated,  and  secured  by  a  bona  fide  mortgage  on  real  estate. 

Isolated  sales  by  an  owner  (not  the  issuer)  of  his  own 
property,  or  by  a  pledgee. 

Issues  of  Ohio  corporations  not  for  profit. 

A  statement  of  only  the  main  features  of  the  law,  as 
affecting  disposal  of  the  securities  of  Ohio  corporations,  is 
here  given,  owing  to  the  lack  of  space.  Full  information 
with  blank  applications,  etc.,  may  be  obtained  on  application 
to  the  Superintendent  of  Banks,  Columbus,  Ohio. 

§15.  Organization.  Outline  of  procedure.  The  formal 
proceedings  by  means  of  which  a  corporation  is  organized 
are  briefly  outlined  as  follows : 

(1)  An  instrument  styled  in  the  Ohio  statutes  "articles 
of  incorporation,"  is  prepared  and  executed  by  five  or  more 
incorporators. 

(2)  This  instrument  is  filed  in  the  office  of  the  secretary 
of  state,  where  it  is  recorded  and  a  certified  copy  furnished 
to  the  incorporators. 

(3)  Books    for    subscriptions    to    the    capital    stock    are 
opened  by  the  incorporators  and  notice  thereof  either  pub- 
lished or  waived  by  the  incorporators. 

(4)  Subscriptions  for  stock  are   received  by  the   incor- 
porators, whose   duty  it  is  to   then   collect   from   each  sub- 
scriber ten  percent  of  his  subscription. 

(5)  "When   ten  percent   of   the   entire   capital   stock   has 
been    subscribed   the   incorporators   so    certify   in   writing  to 
the  secretary  of  state. 

(6)  The  first  meeting  of  stockholders  is  then  called  by 
the  incorporators,  who  publish  notice  of  the  meeting,  unless 
notice  is  waived  by  all  the  subscribers. 

(7)  At  the  first  meeting  of  stockholders  the  number  of 
directors  is  determined,  directors  elected  and  usually  a  code 

»G.    C.,    §§6373-14,    6373-16    (106  v.  360;   104  v.  110). 


23  ORGANIZATION  AND  MANAGEMENT.  §  16 

of  regulations  adopted  and  a  time  fixed  for  the  first  meeting 
of  directors. 

(8)  Before  meeting  the  directors  qualify  by  taking  an 
oath.  At  their  first  meeting  the  directors  elect  officers  and 
usually  enact  by-laws.  This  perfects  the  organization. 

§  16.  Incorporators.  a.  Qualifications.  Only  natural 
persons  may  act  as  incorporators.  Corporations,  firms,  and 
associations  are  not  qualified.1  Incorporators  must  be  sui 
juris.  Infants  are  not  competent  to  act.2 

At  least  five  incorporators  must  act  in  every  case.  A 
majority  must  be  citizens  of  Ohio. 

Incorporators  are  not  required  to  become  subscribers  to 
stock  or  to  have  any  financial  interest  in  the  corporation. 
It  is  a  frequent  practice  for  the  attorneys  who  are  employed 
to  incorporate  a  company,  or  their  clerks,  to  act  as  the  in- 
corporators. This  is  sometimes  done  because  the  real  parties 
in  interest  do  not  desire  to  be  known  in  that  connection.  At 
other  times  it  is  for  'the  purpose  of  convenience  or  to  ex- 
pedite the  organization. 

b.  Functions.     Incorporators  have  in  charge  the  formal  or- 
ganization   proceedings.      They    sign    and    acknowledge    the 
articles  of  incorporation,  receive  subscriptions  to  the  capital 
stock   and   receive   payment   of   the   first    instalment   of   ten 
percent.    When  ten  percent  has  been  subscribed  they  so  cer- 
tify in  writing  to  the  secretary  of  state  and  call  and  give 
notice  of  the  first  meeting  of  stockholders. 

c.  Liability.     A  person  may  become  involved  in  liability  by 
acting  as  an  incorporator  unless   care  is  taken  in   one   im- 
portant particular.     By   signing   a    "certificate   of  subscrip- 
tion" and  filing  it  with  the  secretary  of  state,  the  incorpo- 
rators certify,   in   effect,   not  only   that  ten   percent   of  the 
capital  stock  has  been  subscribed,  but  also  that  ten  percent  on 
each  share  subscribed  for  has  been  paid,  and  incorporators 
may  be  held  personally  liable  for  any  deficiency  in  its  actual 
payment.8 

d.  Dummy  directors.     Persons  without  financial  interest  in 
the    corporation,    who    participate    as    incorporators    in    the 
formal  organization  proceedings,   sometimes   go   further  and 
act  as  temporary  directors  and  transact  business  of  impor- 
tance on  behalf  of  the  corporation.    "When  stock  is  to  be  is- 
sued for  property,  the  owners  of  the  property  are  disquali- 
fied from   acting  as   directors   in   the  transaction.     In   such 

»Rep.  Atty.  Gen.  1908,  p.  72;  2  •Hesaler  v.  Cleveland  Punch  & 

Opinions  Attys.  Gen.  109.  Shear  Works,  61  0.  S.  621.  G.  C., 

*  State  v.  Burial  Assn.,  8  C.  C.  n.  8634.  See  below,  Certificate  of  sub- 

s.  253 ;  18  C.  D.  397.  scription.  Liability  of  inoorporators. 


§18  OHIO  PRIVATE   CORPORATIONS.  34 

cases  the  nominal  parties  usually  subscribe  for  the  small 
amount  of  stock  necessary  to  qualify  them,  are  elected 
directors  and  pass  resolutions  authorizing  the  issuance  of 
stock  for  the  property. 

There  is  doubt  as  to  the  legality  of  this  practice.  Corpora- 
tions so  organized  may,  under  some  circumstances,  be  held  to 
be  without  legal  standing,  at  least  in  the  federal  courts.4 

The  terms  "dummy  incorporators"  and  "dummy  direc- 
tors" are  sometimes  applied  to  the  persons  who  act  as  in- 
corporators and  directors  without  financial  interest. 

§17.  Articles  of  incorporation.  "A  charter  is  the  in- 
strument which  creates  the  corporation."1 

In  Ohio  the  formation  of  corporations  is  provided  for  by 
general  laws.  The  charter  of  an  Ohio  corporation  consists 
of  the  instrument  known  as  "articles  of  incorporation"  to- 
gether with  the  general  laws  of  the  state. 

Persons  who  fully  comply  with  the  general  laws  are 
entitled,  as  a  matter  of  right,  to  organize  a  corporation. 
When  articles  of  incorporation  showing  compliance  with  the 
general  laws  are  presented  to  the  secretary  of  state,  with  the 
proper  fee,  it  is  the  duty  of  that  officer  to  file  and  record 
the  articles.  He  has  no  discretion  except  as  to  the  form  of 
the  articles.2 

Form.  The  matters  to  be  set  forth  in  articles  of  incorpora- 
tion are  specified  by  statute.8 

The  form  of  the  articles  is  prescribed  by  the  secretary  of 
state.  The  better  practice  is  to  use  the  blank  which  is  fur- 
nished without  charge  by  that  officer.  If  for  any  reason  that 
is  impracticable  the  language  of  such  blank  must  be  exactly 
followed. 

Suggestions  as  to  filling  in  and  completing  the  blank 
forms  are  given  in  the  paragraphs  following. 

When  completed  the  instrument  must  be  subscribed  by  the 
incorporators  and  acknowledged  by  them  before  a  notary 
public  or  other  officer  authorized  to  take  acknowledgments. 
The  official  character  of  such  notary  public  or  other  officer 
must  be  certified  by  the  clerk  of  the  court  of  common  pleas, 
and  the  instrument  filed  in  the  office  of  the  secretary  of 
state. 

§  18.  Articles  of  incorporation.  Statements  in.  Name  of 
corporation.  The  name  of  a  corporation  for  profit  must 
begin  with  the  word  "The"  and  end  with  the  word  "Com- 
pany."1 

When  the  business   of  a  corporation  is  once   established 

4  American,  etc.  Co.  v.  Adams,  13  *  State  v.  Taylor,  55  O.  S.  61. 

O.  L.  R.  137  (U.  S.  D.  C.  1915).  « G.   C.,  §8625. 

*Cook  on   Corporations,   §2.  l  G.   C.,  §8625. 


25  ORGANIZATION  AND  MANAGEMENT.  §  19 

its  name   sometimes  becomes  of  great  value.     The  name   is 
often  inseparable  from  the  good  will.2 

It  is  therefore  advisable,  in  many  cases,  to  select  a  name 
for  the  corporation  which  is  distinctive  and  in  which  trade- 
name  rights  may  be  acquired  and  protected. 

When  a  corporation  is  formed  to  take  over  a  partnership 
business  the  name  of  the  partnership  is  usually  adopted,  with 
the  necessary  addition  of  the  words  "The"  and  "Company." 
Even  where  partnership  assets,  including  good  will,  are  sold 
through  a  receiver,  the  corporation  may  adopt  the  name  pre- 
viously used  by  the  firm.8 

A  corporation  can  not  adopt  a  name  already  assumed  by 
an  existing  Ohio  corporation,  or  so  similar  thereto  as  to  mis- 
lead the  public,  without  the  written  consent  of  the  existing 
corporation;  nor  can  a  corporation  adopt  a  name  which  is 
likely  to  mislead  the  public  as  to  the  character  or  purpose 
of  its  business.4 

The  action  of  the  secretary  of  state  in  filing  and  record 
ing  articles  of  incorporation  is  not  conclusive  against  another 
corporation  having  a  similar  name.  The  older  company  may 
enforce  its  rights  by  injunction.5 

The  use  by  a  corporation  of  a  name  which  infringes  the 
trade  name  of  an  individual,  or  of  another  corporation,  may 
be  enjoined.  The  fact  of  being  incorporated  by  such  name 
is  not  a  defense.6 

§  19.  Location  of  corporation.  Articles  of  incorporation 
must  contain  a  statement  of  "the  place  where"  the  corpora- 
tion "is  to  be  located,  or  where  its  principal  business  is  to 
be  transacted."1 

The  office  building  or  street  address  of  the  corporation 
need  not  be  specified.  The  requirement  is  satisfied  by  stat- 
ing, in  the  articles,  the  name  of  the  municipality  or  place 
where  the  principal  office  is  to  be  located.  Where  a  cor- 
poration has  several  offices,  the  office  where  the  stockholders 
meetings  are  held  is  regarded  as  the  principal  office. 

Under  a  former  statute,  similar  in  some  respects  to  the 
present  law,  it  was  held  that  a  corporation  might,  at  pleas- 

» Snyder  Mfg.  Co.  v.  Snyder,  54  P.  300;  9  L.  D.  288;  Backus  Oil 

0.  S.  86.  Co.  v.  Backus  Oil,  etc.  Co.,  5  W. 

•Snyder  Mfg.  Co.  v.  Snyder,  54  L.  B.  546;  R.  W.  Rogers  Co.  v. 

O.  S.  86.  Wm.  Rogers  Mfg.  Co.,  70  Fed.  Rep. 

4G.  C.,  §8628.  1017;    Bissell   Chilled  Plow  Works 

•Cincinnati  Vici  Shoe  Co.  v.  Cin-  v.  T.  M.  Bissell  Plow  Co.  121  Fed. 

cinnati  Shoe  Co.,  7  N.  P.  135;  9  Rep.  357;  Chickering  v.  Chicker- 

Low.  D.  579.  ing,  120  Fed.  Rep.  69;  Higgins  v. 

•Thayer  Carpet  Cleaning,  etc.,  Higgins  Soap  Co.,  144  N.  Y.  462. 

Co.  v.  Geo.  A.  Thayer  Co.,  6  N.  *  G.  C.,  §  8625. 


§20  OHIO  PRIVATE  CORPORATIONS.  26 

ure,  move  its  office  from  one  building  to  another,  within  the 
specified  municipality  or  place,  although  the  motive  was  to 
avoid  taxation.2 

Effect  on  taxation.  The  personal  property  of  a  corporation 
(except  property  located  in  other  counties)  is  taxed  in  the 
municipality  or  township  where  its  principal  office  is  lo- 
cated,3 although  much  of  its  business  is  carried  on  else- 
where. 

The  statement  in  the  articles  of  incorporation  is  conclu- 
sive as  to  the  location  of  the  office.4 

Vessel  companies  and  corporations  engaged  in  certain  other 
kinds  of  business  are  able  to  avoid  the  higher  taxes  of  the 
cities  wherein  much  of  their  business  is  actually  transacted, 
by  locating  their  principal  offices  in  small  villages,  or  rural 
townships,  where  the  tax  rate  is  low.5 

The  removal  of  the  principal  office  of  a  corporation  to 
another  municipality  or  place  is  accomplished  by  an  amend- 
ment of  its  articles  of  incorporation.  A  vote  of  at  least 
three-fifths  of  the  issued  capital  stock  is  necessary  for  this 
purpose.8 

§20.  Purpose  of  corporation.  Corporations  may  be  or- 
ganized for  any  purpose  for  which  individuals  may  lawfully 
associate  themselves  except  for  carrying  on  professional 
business.1 

The  purpose  for  which  a  corporation  is  formed  must  be 
clearly  stated  in  the  articles.  The  nature  of  the  business  to 
be  transacted  must  be  specified.  Where  articles  of  incor- 
poration do  not  clearly  and  definitely  set  forth  the  corporate 
purpose,  or  where  the  statement  of  the  purpose  is  ambiguous, 
the  secretary  of  state  may  refuse  to  file  and  record  the  ar- 
ticles.2 

It  is  good  practice  to  state  the  purpose  in  general  terms. 
It  is  improper  to  attempt  to  enumerate  incidental  powers, 
which  are  conferred  upon  the  corporation  by  the  general 
law.3 

Single  purpose.  Except  where  special  provision  is  made  by 
statute,  a  corporation  can  be  organized  for  one  main  purpose 

2  Pelton    v.    Transportation    Co.,  *  Pelton    v.    Transportation    Com- 

37  O.  S.  450;  Mercantile  Trust  Co.  pany,  37  O.  S.  450. 

v.  Etna  Iron  Works,  4  C.  C.  585.  B  Pelton    v.    Transportation    Com- 

*G.  C.,  §5371;   Pelton  v.  Trans-  pany,  37  O.  S.  450. 

portation    Co.,    37    O.    S.    450;    See  4G.  C.,  §§8719,  8720. 

Sims  T.  Best,  1   C.  C.  n.  s.  41;    15  »  G.  C.,  §8623. 

C.  D.   149;    Hubbard  v.  Brush,  61  2  Opinions    Attys.    Gen.    470;     5 

O.  S.  252.  Opinions  Attys.  Gen.  969. 

3  Rep.  Atty.  Gen.    (1909-10)    146. 


27  ORGANIZATION  AND  MANAGEMENT.  §  22 

only.  Several  different  classes  of  business  can  not  be  united 
in  one  organization.4 

But  several  purposes  which  are  incident  to  the  main  pur- 
pose of  a  corporation  may  be  combined.  Thus,  a  corporation 
organized  for  the  main  purpose  of  operating  a  street  railway 
by  electricity  may  also  furnish  electric  light  and  power.5 

To  carry  out  the  main  purpose  several  means  may  be 
joined.  A  corporation  organized  to  furnish  light  may, 
in  its  articles  of  incorporation,  provide  for  furnishing  both 
gas  and  electricity  for  such  purpose.6 

The  secretary  of  state  has  refused  to  file  and  record  ar- 
ticles of  incorporation  in  which  it  was  attempted  to  join 
several  purposes  which  were  unrelated  to  the  main  purpose. 

§21.  The  capital  stock.  The  amount  of  the  authorized 
capital  stock  must  be  stated  in  the  articles,  together  with  the 
number  of  shares. 

If  preferred  stock  is  to  be  issued,  all  preferences  and 
restrictions  appertaining  thereto  should  be  specified  in  the 
articles.1 

Considerations  relating  to  the  amount  and  form  of  the 
capital  stock  have  been  discussed  elsewhere.2 

Par  value  of  shares.  It  is  usual  to  fix  the  par  value  of  shares 
at  $100  each.  Where  stock  is  to  be  placed  in  small  amounts 
among  numerous  holders  it  is  sometimes  deemed  good  policy 
to  make  the  par  value  of  each  share  $50  or  $10.  Shares  in 
mining  companies  are  often  given  a  par  value  of  $1  each. 

§22.    Articles    of   incorporation.    Filing    and    recording. 

Articles  of  incorporation  are  sent  direct  to  the  secretary  of 
state,  together  with  the  proper  fee.  If  the  instrument  is  in 
proper  form,  and  shows  compliance  with  the  law,  it  is  the 
duty  of  the  secretary  of  state  to  officially  accept,  file  and 
record  the  same.  In  case  of  wrongful  refusal,  mandamus 
will  lie  to  compel  its  filing  and  recording.1 

But  where  the  instrument  is  defective  in  form,  or  where 
the  corporate  purpose  is  illegal,  or  unauthorized,2  or  is  not 
clearly  stated,8  or  where  it  is  attempted  to  unite  several 
different  classes  of  business,4  or  the  name  of  the  corporation 
is  misleading,  or  infringes  the  name  of  another  corporation,5 

4  State  ex  rel.  v.  Taylor,  55  O.  S.  » G.   C.   §§  8668,   8669. 

67-68.    For  discussion  of  tha  "single  *  See  Capitalization  and   Amount 

purpose"   doctrine,   see  3   O.  L.   R.  of  Capitalization,  above. 

187,  paper  by  T.  H.  Hogsett;   3  O.  *  State  v.  Taylor,  55  O.  S.  61. 

L.   R.  205,   paper  by  C.   T.   Lewis.  *  State  v.  Laylin,  73  0.  S.  90. 

•State   v.    Taylor,   55   O.   S.   65;  M  Opinions  Attys.  Gen.  470. 

G.  C.  §§  9134  to  9136.  « State  v.  Taylor,  55  O.  S.  61. 

•Pickard  v.  Hughey,  58  0.  S.  577.  »G.  C.  §8628. 


§23  OHIO  PRIVATE   COEiPORATIONS.  28 

or  the  law  is  not  complied  with  in  other  respects,  it  is  the 
duty  of  the  secretary  of  state  to  refuse  to  file  and  record 
the  same.6 

Correction  of  defective  articles.  Where  articles  of  incorpora- 
tion are  refused  acceptance  and  record,  the  secretary  of 
state  returns  the  same  to  the  incorporators  with  an  explana- 
tion of  the  defects.  In  such  case,  it  is  not  proper  practice 
to  attempt  to  alter  the  original  instrument  or  to  correct  it 
by  interlineation.  A  new  instrument  should  be  prepared, 
signed  and  acknowledged  by  the  incorporators.7 

Effect  of  filing.  The  filing  and  recording  of  articles  of  incor- 
poration do  not  create  the  corporation;  they  are  merely  au- 
thority to  the  incorporators  to  do  so.  The  corporate  exist- 
ence does  not  commence  until  the  requisite  stock  has  been 
subscribed  and  paid  and  the  directors  chosen.8 

Certified  copy  of  articles.  A  certified  copy  of  articles  of 
incorporation,  which  have  been  filed  and  recorded,  is  fur- 
nished by  the  secretary  of  state  to  the  incorporators.  Such 
copy  is  by  statute  made  "prima  facie  evidence  of  the  exist- 
ence of  the  corporation."9 

In  appropriation  proceedings  in  addition  to  such  certified 
copy  it  is  necessary  for  the  corporation  to  prove  the  legal 
and  proper  organization  including  the  subscription  and  pay- 
ment of  the  requisite  stock  and  the  legal  election  of  directors. 
This  would  be  the  safe  course  to  pursue  in  any  case  where 
it  is  necessary  to  prove  the  legal  existence  of  a  corporation.10 

§23.  Articles  of  incorporation.  Amendments.  Articles 
of  incorporation  may  be  amended  in  the  following  respects: 

(1)  The  corporate  name  may  be  changed. 

(2)  The  location  of  the  corporation  may  be  changed. 

(3)  The   corporate  purposes  may  be  modified,   enlarged 

or  diminished. 

(4)  There  may  be  added  matters  omitted  from  the  ar- 
ticles,  or  which  might  lawfully  have  been  provided  for  in 
the  original  articles. 

Limitations.  A  corporation  can  not,  by  amendment,  change 
substantially  the  original  purposes  of  its  organization,  nor 
can  the  capital  stock,  by  amendment,  be  increased  or  di- 
minished. 

The  restrictions  upon  the  selection  of  the  original  cor- 
porate name  apply  also  to  a  change  of  name.1 

Procedure.     Amendments  to  articles  of  incorporation  may  be 

•Trust  Co.  v.  Ford,  75  O.  S.  335.  »G.  C.  §8629. 

T2  Opinions  Attys.   Gen.  243.  "Telephone  Co.  v.  Cincinnati,  73 

•State   v.    Insurance    Co.,    49    O.  O.  S.  64. 

8.  440.  1G.  C.  §8719. 


29  ORGANIZATION  AND  MANAGEMENT.  §  24 

made  only  at  a  meeting  of  the  stockholders,  by  a  vote  of  the 
owners  of  at  least  three-fifths  of  its  capital  stock  then  sub- 
scribed. For  the  notices,  or  waivers  of  notices,  required  in 
connection  with  the  stockholders'  meeting,  and  for  the  cer- 
tificate of  amendment  to  be  filed  with  the  secretary  of  state, 
see  Forms. 

§24.  Record  or  minute  book.  One  book  is  usually  suf- 
ficient to  contain  the  record  of  the  organization  proceedings 
and  also  of  the  proceedings  of  the  stockholders  and  directors. 

A  loose-leaf  book  is  used  to  a  considerable  extent  for  this 
purpose,  the  advantage  being  that  all  records  and  minutes 
may  be  typewritten.  Formerly  loose-leaf  books  were  subject 
to  the  objection  that  the  records  could  be  easily  changed  by 
the  removal  of  pages  and  the  substitution  of  others.  At  the 
present  time  loose-leaf  books  are  made  for  this  purpose,  with 
the  pages  consecutively  numbered  and  permanently  marked, 
so  that  the  risk  of  substitution  is  little  if  any  greater  than 
in  the  case  of  a  bound  book. 

Many  corporations,  however,  use  a  bound  book,  the  min- 
utes being  written  with  pen,  or  typewritten  on  thin  paper 
and  pasted  in  the  book.  In  the  latter  case,  substitutions  are 
possible.  If,  however,  each  page  is  attested  by  the  signa- 
tures of  the  president  and  secretary,  no  substitution  can  be 
made  without  the  aid  of  such  officers. 

For  the  purposes  of  a  small  corporation  a  book  of  100 
pages  is  adequate.  Corporations  whose  directors  hold  fre- 
quent meetings  keep  separate  books  for  stockholders  and 
directors  minutes. 

Preparation  of  organization  record  in  advance.  In  the  case 
of  small  and  close  corporations  where  the  directors,  officers 
and  organization  details  have  been  agreed  upon  in  advance 
by  the  parties  in  interest,  it  is  a  not  uncommon  practice  for 
attorneys  in  charge  of  the  incorporation  to  prepare  in  ad- 
vance the  entire  organization  record  including  the  minutes 
of  the  first  stockholders'  and  directors'  meetings  and  the  cer- 
tificates of  stock.  By  this  method  the  minutes  as  well  as  all 
waivers,  certificates,  subscriptions,  consents,  etc.,  are  ready 
for  signature,  and  the  organization  proceedings  may  be  con- 
summated and  the  record  completed  with  a  considerable 
saving  of  time.  If  the  meetings  are  actually  held  and  the 
formal  procedure  actually  carried  out  the  practice  is  believed 
to  be  valid. 

Contents  of  record.  Organization  proceedings  should  be 
recorded  in  full  so  that  the  due  and  complete  organization 
and  legal  existence  of  the  corporation  may  be  readily  proved, 
should  occasion  require. 


§25  OHIO  PRIVATE  CORPORATIONS.  30 

Upon  receiving  from  the  secretary  of  state  the  certified 
copy  of  the  articles  of  incorporation,  the  record  book  should 
be  opened.  On  the  title  page  should  be  entered,  "Record  of 
proceedings  of  the  Incorporators,  Stockholders  and  Directors 

of  The  Company." 

The  following  matters   should  be   recorded  in1  the   order 
given  : 
Proceedings  of  incorporators. 

(1)     Copy  of  the  articles  of  incorporation,  with  all  cer- 
tificates. 
'  (2)     Order  for  opening  books  of  subscription,  with  notice 

or  waiver. 

,-(3)     Order  designating  one  incorporator  to  receive  pay- 
.  ment  of  first  instalment  on  stock. 

(4)     Subscription  agreement. 
M5)     Certificate  of  subscription. 

(6)  Order  for  first  stockholders'  meeting. 

(7)  Notice,  or  waiver  of  notice,  of  first  meeting  of  stock- 

holders. 
Proceedings  of  stockholders. 

(1)  Minutes  of  first  meeting  of  stockholders. 

(2)  Regulations. 

(3)  Assent  to  adoption  of  regulations. 

(4)  Certificate    (by   incorporators)    of  election   of  direc- 

tors. 
Proceedings  of  directors. 

(1)  Oath  of  directors. 

(2)  Minutes  of  first  meeting  of  directors. 

(3)  By-laws. 

Forms  for  the  above  entries  are  given  in  detail  elsewhere 
in  this  work.1 

All  orders,  subscriptions,  certificates,  waivers,  etc.,  should 
be  signed  in  the  record  book.  This  places  the  record  of  the 
entire  organization  proceedings  in  a  compact  and  convenient 
form. 

§25.  Subscriptions  to  stock,  a.  Opening  looks.  After 
a  certified  copy  of  the  articles  of  incorporation  is  received 
from  the  secretary  of  state  the  first  important  duty  of  the 
incorporators  relates  to  subscriptions  to  the  capital  stock.1 

All  of  the  incorporators  need  not  act.  A  majority  may 
open  the  subscription  book  and  sign  the  certificate  of  sub- 
scription. But  thirty  days'  previous  notice  of  the  opening 

1  See  Forms.  scription   books,   notice  of   opening, 

*For    formal    proceedings    of    in-  subscription     agreement,     etc.,     see 

corporators  including  order  for,  and  Forms. 

waiver  of  notice  of,  opening  of  sub- 


31  ORGANIZATION  AND  MANAGEMENT.  §  25 

of  the  subscription  book  must  be  published  where  only  a 
majority  act.  Publication  can  not  be  waived  unless  all  of 
the  incorporators  sign  the  waiver.2 

Whether  an  incorporator  may  act  by  proxy  has  not  been 
judicially  determined  in  Ohio. 

b.  By  whom  received.     Before  the  election  of  directors,  sub- 
scriptions are  received  by  the  incorporators.     The  right  to 
dispose   of   whatever   stock   remains   unsubscribed   after   the 
directors    are    elected    and   qualified   vests   in   the    board    of 
directors.8 

The  "blue  sky"  law  should  be  considered  before  sub- 
scriptions are  sought  from  the  public.4 

c.  Requisites.     A  subscription  for  stock  must  be  in  writing. 
A  verbal  agreement  to  take  shares  is  not  enforceable,  in  the 
absence  of  facts  constituting  an  estoppel.5 

It  is  not  essential  to  the  validity  of  a  subscription  that  it 
be  made  in  the  book  provided  for  that  purpose  by  the  incor- 
porators. A  subscription  is  not  invalid  because  made  on  a 
separate  sheet  of  paper.6 

The  form  of  the  subscription  is  not  prescribed  by  statute. 
The  subscription  need  not  contain  a  statement  of  the  times 
of  payment,  as  this  is  provided  for  by  the  statute.7 

d.  Ten  percent  payable  with  subscription.    An  instalment  of 
ten  percent  on  each  share  is  payable  at  the  time  the  sub- 
scription is  made.     The  incorporators  are  authorized  to  re- 
ceive payment  of  this  instalment.8 

It  is  good  practice  for  the  incorporators  to  designate  one 
of  their  number,  by  an  order  entered  in  the  record  of  their 
proceedings,  to  receive  payment.9 

Payment  is  frequently  made  in  the  form  of  certified 
checks  payable  to  the  order  of  the  corporation,  which  are 
turned  over  to  the  treasurer  of  the  corporation  upon  his 
election. 

e.  Payable  in  cash.    The  incorporators  have  no  authority  to 
receive  anything  but  money  in  payment  of  the  first  instal- 
ment.10 

It  is  clear  that  ten  percent  of  the  subscriptions  to  the 

'G.   C.   §8631.  0.    S.    225,    249;     Ashtabula,    etc., 

•ISims  v.  Street  Railroad  Co.,  37  R.  R.  Co.  v.  Smith,  15  0.  S.  328, 

O.  S.  565.  336. 

4 See  Sec.  14,  Disposal  of  stock  •Sims  v.  Street  Railroad  Co.  37 

and  bonds.  O.  S.  565. 

•Fanning  v.  Insurance  Co.,  37  O.  •  Cincinnati  v.  Queen  City  Tele- 

S.  339;  Hanes  v.  Dayton,  etc.,  R.  phone  Co.,  2  N.  P.  n.  s.  349,  364; 

R.  Co.,  40  O.  S.  98.  15  L.  D.  43  (affirmed  73  O..  S.  64). 

•Ashtabula,  etc.,  R.  R.  Co.  v.  "Dayton,  etc.,  R.  Co.  v.  Hatch, 

Smith,  15  O.  S.  328.  1  Disney  96;  See  Gates  v.  Tippe- 

T  Chamberlain    v.    R.    R.    Co.,    15  canoe  Stone  Co.,  57  0.  S.  74. 


§25  OHIO  PRIVATE  CORPORATIONS.  33 

original  capital  stock  is  required  to  be  paid  in  cash.  Where 
the  capital  stock  is  increased,  however,  it  is  doubtful  whether 
any  of  the  new  or  increased  stock  need  be  paid  in  cash.  A 
practice  sometimes  followed,  where  it  is  desired  to  take  over 
property  of  considerable  value  and  to  pay  in  the  least  possible 
amount  of  cash,  is  to  originally  organize  with  a  small  capital 
stock,  one-tenth  of  which  is  paid  in  cash.  After  organization 
the  capital  stock  is  increased  and  all  the  increased  stock 
issued  for  property.11 

f.  Effect   of  nonpayment.     A  subscriber  who   has   not  paid 
the  first  instalment  of  ten  percent  may  be  excluded  from  vot- 
ing at  elections  for  directors.12 

But  failure  to  pay  the  first  instalment  does  not  release 
the  subscriber  from  liability  on  his  subscription.13 

If  the  incorporators  certify  to  the  secretary  of  state  that 
ten  percent  of  the  capital  stock  has  been  subscribed,  when 
ten  percent  has  not  been  paid,  the  incorporators  may  incur 
a  personal  liability.14 

g.  Release  or  withdrawal.     The  incorporators  being  author- 
ized to  receive  subscriptions,15  a  subscription  received  by  the 
incorporators  after  books  have  been  opened  is  binding.16 

Such  subscriptions  should  be  distinguished  from  subscrip- 
tions made  before  articles  of  incorporation  have  been  filed, 
which  have  been  held  to  be  lacking  in  mutuality  and  not 
enforceable.17 

A  subscription  received  by  the  incorporators  is  a  contract, 
which  can  not  be  dissolved  without  the  consent  of  both  par- 
ties. The  subscriber  can  not  relieve  himself  from  liability  by 
attempting  to  withdraw  or  cancel  his  subscription.  The  cor- 
poration can  not  release  the  subscriber  to  the  prejudice  of 
any  intervening  creditor.18 

Directors  have  no  power  to  release  or  cancel  a  subscrip- 
tion, except  with  the  unanimous  consent  of  the  other  sub- 
scribers.19 

But   the   directors   may   compromise   with   and   release    a 

"See   Increase   of   capital   stock,  Brush,    10    Ohio    113,    114;    Ashta- 

below.  bula,  etc.,  R.  R.  Co.  v.  Smith,   15 

UG.  C.  §8636;   Queen  City  Tele-  O.  S.  334,  336. 

phone  Co.  v.  Cincinnati,  73  O.  S.  77.  1T  Dayton,  etc.,  Co.  v.  Coy,  13  O. 

u  Henry  v.  Vermillion,  e-;.,  R.  R.  S.   84    (91). 

Co.,  17  Ohio  187;  See  Chamberlain  "Gaff  v.   Flesher,  33  O.   S.   107; 

v.  R.     R.  Co.,  15  O.  S.  225    (249)  ;  Royce  &  Pulling  v.  Tyler,  2  0.  C. 

Ashtabula,  etc.,  R.  R.  Co.  v.  Smith,  175;    1  C.  D.  428;  Niles  v.  Olszak, 

15   0.   S.   328    (336).  87  0.  S.  229. 

14  Hessler   v.    Cleveland   Punch    &  "  Cook    on    Corporations,    §§  168, 

Shear  Work*,  61  O.  S.  621.  169:    See  Warner  v.   Callender,  20 

MSims  v.  Street  Railroad  Co.,  37  O.    S.    198;     Royce    &    Pulling    v. 

0.  S.  565.  Tyler,  2  C.  C.  187;   1  C.  D.  428. 

"Milford,    etc.,    Turnpike    Ob.    v. 


33  ORGANIZATION  AND  MANAGEMENT.  §  26 

subscriber  where  there  is  a  controversy  as  to  his  liability,  or 
where  the  subscriber  is  insolvent.20 

Subscriptions  obtained  through  fraud  by  promoters  or 
representatives  of  a  corporation  may  be  rescinded,  if  the 
subscriber  acts  promptly  upon  discovery  of  the  fraud.21 

h.  Payment.  As  already  stated,  ten  percent  on  each  share 
is  payable  to  the  incorporators  when  the  subscription  is 
made.  The  balance  is  payable  as  required  by  the  directors,22 
who  may  require  the  entire  amount  to  be  paid  immediately, 
or  may  levy  assessments  as  money  is  needed  for  the  purposes 
of  the  corporation.  Directors  have  power  to  accept  property 
in  payment  of  such  balance. 

After  the  first  instalment  of  ten  percent  has  been  paid, 
nothing  is  due  on  a  subscription  until  a  call  has  been  made 
by  the  directors  specifying  the  person  to  whom,  and  the  time 
and  place  where  the  instalment  is  payable.23 

A  suit  to  collect  an  instalment  can  not  be  brought  until 
sixty  days  after  the  time  of  payment  designated  in  the  call.24 

Where  subscriptions  are  paid  by  instalments  it  is  cus- 
tomary to  issue  transferable  receipts  for  payments,  the  re- 
ceipts being  exchanged  for  certificates  of  stock  when  all  the 
instalments  are  paid. 

§26.  Certificate  of  subscription.  Liability  of  incorpora- 
tors. As  soon  as  ten  percent  of  the  capital  stock  has  been 
subscribed  and  paid,  it  is  the  duty  of  the  incorporators,  or 
a  majority  of  them,  to  so  certify  in  writing  to  the  secretary 
of  state.  A  blank  form  of  such  certificate  is  furnished  to  the 
incorporators  by  the  secretary  of  state. 

Incorporators  sometimes  fail  to  appreciate  the  full  sig- 
nificance of  the  certificate  of  subscription,  as,  in  the  form 
provided,  no  mention  is  made  of  payment.  Incorporators  are 
by  statute  made  liable  for  the  amount  of  any  deficiency  in 
the  actual  payment  of  ten  percent  on  each  share  of  stock 
subscribed  for.1 

In  other  words,  by  signing  a  certificate  of  subscription, 
incorporators  become  guarantors  of  the  corporation  to  future 
creditors. 

A  number  of  interesting  questions  relating  to  the  liability 
of  incorporators  under  a  certificate  of  subscription  have  not 
been  adjudicated.  It  has  not  been  determined  whether  there 
is  any  liability  where  the  directors  subsequently  accept  prop- 

"  Cook    on    Corporations,    §  171 ;  *  G.   C.   §  8632. 

Warner  v.  Callender,  20  O.  S.  198.  " G.    C.    §  8632 ;    Railroad    Co.   T. 

"See  Armstrong  v.  Karshner,  47  Fink,  41  0.  S.  329. 
O.  S.  294;  Nugent  v.  R.  R.  Co.,  2           "G.   C.   §8674. 
Dis.  302;  Jewett  v.  Railway,  34  O.          'G.  C.  §8634. 
8.  609. 


§27  OHIO  PRIVATE  CORPORATIONS.  34 

erty  in  payment  of  the  entire  subscription,  no  cash  having 
been  paid  by  the  subscriber;  or  whether  the  liability  can  be 
enforced  under  any  circumstances  by  subsequent  stockhold- 
ers. 

It  is  settled,  however,  that  this  liability  is  a  security  for 
the  creditors  of  the  corporation,  and  may  be  enforced  by 
creditors  although  they  have  no  knowledge  of  the  certificate.2 

It  is  not  difficult  for  incorporators  to  effectually  guard 
against  liability.  They  may,  by  order  entered  on  the  record 
of  proceedings,  designate  one  of  their  number  to  receive 
payment  of  the  first  instalment;  and  may  refuse  to  accept 
any  subscription  unless  the  first  instalment  accompanies  it. 

It  is  probable  that  incorporators  may  refuse  to  call  the 
first  meeting  of  stockholders  until  the  requisite  sum  is  in 
the  possession  of  the  designated  incorporator.  If  a  first 
meeting  is  called,  the  incorporators  have  the  right  to  act  as 
inspectors  or  tellers  of  the  first  election  of  directors  and  may 
refuse  to  permit  a  subscriber  to  vote  until  he  has  paid  the 
first  instalment.3 

All  of  the  incorporators  need  not  sign  the  certificate  of 
subscription.  A  majority  is  sufficient. 

Avoiding  liability  of  incorporators  under  large  capitalization. 
Where  it  is  desired  to  issue  a  large  part  of  the  stock  for 
property  and  to  pay  in  the  least  possible  cash  for  stock,  a 
practice  sometimes  followed  is  to  originally  organize  with  a 
small  capital  stock,  one-tenth  of  which  is  paid  in  cash.  After 
organization  the  capital  stock  is  increased  to  the  desired 
amount.  Incorporators  have  nothing  to  do  with  the  increase, 
their  duties  and  functions  having  ended  with  the  organization 
and  election  of  directors.  All  the  increased  stock  is  subse- 
quently issued  for  property  by  the  directors.4 

§27.  First  meeting  of  stockholders.  The  first  meeting 
of  stockholders  is  called  by  the  incorporators  after  ten  per- 
cent of  the  capital  stock  has  been  subscribed. 

This  meeting  should  be  held  within  the  state.1 
A   notice    of   such   meeting   is  required   to   be   published 
thirty  days  before  the  time  designated,  but  the  notice  may 
be,  and  in  practice  almost  invariably  is,  waived  in  writing 
by  all  of  the  subscribers.2 

'Hessler    v.    Cleveland    Punch    &  *  See   Increase   of   Capital   Stock, 

Shear    Works    Co.,  61    0.    S.    621;  below. 

Ames  v.  McGaughey,  88  O.  S.  297.  1  See  Myers  v.  Manhattan  Bank, 

*  G.     C.     §  8636 ;     Cincinnati     v.  20  Ohio  283 ;  Cook  on  Corporations. 

Queen  City  Telephone  Co.,  2  N.  P.  §  589. 

n.   s.    364;    15   L.   D.   43    (affirmed  *G.  C.  §8631. 
73  O.  S.  64). 


35  ORGANIZATION  AND  MANAGEMENT.  §  28 

For  the  routine  of  the  first  meeting  of  stockholders,  see 
Forms. 

The  important  business  transacted  at  the  first  meeting 
consists  of  (1)  the  adoption  of  regulations,  and  (2)  the  elec- 
tion of  directors. 

§28.  Regulations,  a.  Distinguished  from  by-laws.  Pro- 
visions are  contained  in  the  Ohio  statutes  for  regulations, 
which  are  adopted  by  the  stockholders  for  the  government 
of  the  corporation  and  for  by-laws  which  are  adopted  by  the 
directors  for  the  government  of  the  directors.1 

In  many  States  the  corporation  laws  provide  for  by-laws 
only,  which  are  adopted  by  the  stockholders  and  correspond 
to  the  regulations  of  an  Ohio  corporation. 

A  corporation  is  not  required  to  adopt  regulations,  but  a 
carefully  prepared  code  of  regulations  is  important,  as  it 
provides  for  many  details  which  would  otherwise,  in  all 
probability,  be  entirely  omitted. 

Regulations  must  be  consistent  with  the  constitution  and 
laws  of  the  state.  Regulations  are  intended  to  supplement 
the  general  provisions  of  the  statutes  and  to  provide  per- 
manent rules  relating  to  the  administration  of  the  affairs  of 
a  corporation,  and  also  relating  to  organization,  in  matters 
of  detail. 

b.  Provisions  in.     Certain  matters  are  specified  by  statute,2 
as  proper  subjects  to  be  provided  for  in  the  regulations.     It 
seems  that  there  is  no  authority  to  make  regulations  upon 
other   subjects,    although    other   regulations   have    been    sus- 
tained as  contracts.8 

The  number  of  directors  is  fixed  by  the  stockholders, 
within  the  statutory  limitation  that  the  number  shall  not  be 
less  than  five  nor  more  than  thirty.  As  a  matter  of  con- 
venience the  determination  of  the  number  of  directors  is 
usually  in  the  form  of  a  provision  in  the  regulations.  Where 
the  regulations  provide  that  more  than  a  majority  vote  is 
necessary  for  amendments  thereto,4  the  provision  relating  to 
the  number  of  directors  should  be  omitted  from  the  regula- 
tions, and  a  separate  resolution  should  be  passed  fixing  the 
number.  By  statute,  the  number  of  directors  may  be  changed 
by  a  vote  of  a  majority  of  the  stock  at  a  stockholders'  meet- 
ing.5 For  customary  provisions  of  regulations,  see  Forms. 

c.  Directors    and    officers,    regulations    relating    to.      Stock- 

1  State  v.   Burial   Aasn.,   8   C.   C.          4Wangerien   v.    Aspell,   47   O.   S. 
n.  9.  248;    18   C.  D.  397.  260. 

*G.  C.  §8704.  "G.  C.  §8665. 

•Nicholson   v.    Franklin   Brewing 
Co.,  82  O.  8.  94,   110,   111. 


§29  OHIO  PRIVATE  CORPORATIONS.  36 

holders  are  authorized  by  statute  to  provide  in  the  regula- 
tions for  (a)  "the  duties  and  compensation  of  officers"  and 
(b)  "the  manner  of  election,  or  appointment,  and  the  tenure 
of  office,  of  all  officers  other  than  the  trustees  or  directors."8 

This  confers  important  rights  upon  the  stockholders,  viz., 
the  right  to  control  (1)  the  salaries,  (2)  and  duties  of  of- 
ficers, and  (3)  the  election  and  term  of  subordinate  officers.7 

A  complaint  not  infrequently  made  against  the  manage- 
ment of  corporations,  is  that  dividends  are  improperly  di- 
minished by  the  payment  of  extravagant  salaries  to  the 
officers.8 

The  stockholders,  through  appropriate  regulations,  may 
remove  the  temptation  to  such  abuse  of  power  by  the  direc- 
tors. It  is  sometimes  provided  in  regulations  that  each 
director  shall  receive  a  certain  sum  (ranging  from  $1  to 
$20)  for  his  attendance  at  any  directors'  meeting,  and  that  he 
shall  receive  no  other  compensation  as  director. 

The  salaries  of  other  officers  may  be  specified  in  the  regu- 
lations; or  it  may  be  provided  that  such  salaries  shall  be 
fixed  yearly  in  advance  by  the  stockholders  at  the  annual 
meeting.  Or  the  regulations  may  merely  place  maximum 
limits  on  salaries,  leaving  the  exact  amount  to  be  determined 
by  the  directors. 

In  the  absence  of  regulations  on  the  subject,  the  presi- 
dent, vice-president,  secretary,  treasurer  and  other  subordi- 
nate officers  are  chosen  by  the  board  of  directors.  Stock- 
holders may,  in  the  regulations,  reserve  the  right  to  elect  all 
of  such  officers,9  with  the  exception  of  the  president.10 

This  right  is  infrequently  exercised  except  in  the  case 
of  the  secretary.  As  these  officers  perform  their  duties  un- 
der the  supervision  of  the  directors,  it  is  generally  deemed 
better  policy  to  lodge  the  appointing  power  in  the  directors 
also. 

d.  How  adopted.  Eegulations  may  be  adopted,  or  amended, 
by  the  written  assent  of  two-thirds  of  the  stockholders,  or 
by  a  majority  of  the  stockholders  at  a  meeting  called  for 
the  purpose.11 

§29.  Election  of  directors.  Qualifications  and  term  of 
office.  All  directors  must  be  the  holders  of  stock  in  the  cor- 
poration in  an  amount  to  be  fixed  by  the  by-laws,  and  a 
majority  of  the  directors  must  be  citizens  of  Ohio.1 

•G.  C.  §8704;  Morris  v.  Griffith,  C.  n.  s.   118;    19  C.  D.   168;    Cook 

34  W.  L.  B.   191.  on  Corporations,  §  657. 

T  Belting  Co.  v.  Gibson,  68  O.  S.  »G.  C.  §8704. 
449;  Morris  v.  Griffith,  34  W.  L.  10  G.  C.  §8664. 
B.  191.  "G.  C.  §8703. 

•Dissett*  T.  Publishing  Co.,  9  C.          *G.  C.  §8661. 


37  ORGANIZATION  AND  MANAGEMENT.  §  09 

The  voting  at  elections  for  directors  must  be  by  ballot. 
Directors  elected  at  the  first  meeting  of  stockholders  hold 
office  until  the  next  annual  election,  or  until  their  successors 
are  elected  and  qualified.  Thereafter  directors  are  elected 
for  the  term  of  one  year.2 

a.  The  procedure  at  elections  is  usually  as  follows:     Nomi- 
nations are   called  for  by  the  presiding  officer.     When   the 
nominations  are  closed,  if  there  is  a  contest,  tellers  or  in- 
spectors of  election  are  chosen,  who  take  charge  of  the  bal- 
loting. 

If  there  is  no  contest,  the  secretary  or  some  other  officer 
may  be  instructed  by  motion  to  cast  the  ballot  of  all  stock- 
holders present  for  the  persons  nominated. 

b.  Tellers  or  inspectors  of  election.    Stockholders  are  entitled 
to   have   the   election   conducted  by  tellers   or   inspectors   of 
election.     Where  such  officials  are  appointed,  they,  and  not 
the  president  or  chairman  of  the  meeting,  have  the  right  to 
decide  who  may  vote. 

At  the  first  election  of  directors  the  incorporators  have 
a  right  to  act  as  tellers  or  inspectors  of  election.8 

At  subsequent  elections  the  right  to  choose  the  inspectors 
is  vested  in  the  stockholders,  and  not  in  the  directors.4 

Upon  application  by  stockholders  owning  at  least  a  one- 
tenth  interest  in  the  stock  of  a  corporation,  made  prior  to 
a  stockholders'  meeting,  a  court  of  common  pleas  may  ap- 
point three  disinterested  inspectors  of  election.5 

c.  Who  may  vote.     In  general,  only  persons  who  appear  as 
stockholders  on  the  books  of  the  corporation  are  entitled  to 
vote,  in  person  or  by  proxy,  at  stockholders'  meetings.    The 
officers  in  charge  of  the  election  are  governed  by  the  stock 
books  of  the  corporation.     They  can  not  take  notice  of  the 
rights  of  third  persons  in  the  stock,  nor  can  they  refuse  to 
permit  a  registered  stockholder  to  vote.6 

It  is  sometimes  provided  in  the  corporate  regulations  that 
only  those  persons  may  vote  who  appear  on  the  books  as 
stockholders  for  a  certain  period,  usually  ten  days,  prior  to 
the  meeting.7 

Where  stock  is  transferred  during  such  period,  it  is  cus- 

*See     Lutterby     v.     Herancourt  n.  s.  364;   15  Low.  D.  43    (affirmed 

Brewing    Co.,    12    N.    P.    Dec.    67.  73   O.   S.   64). 

For  term   of  office  of   directors   of  *  State  v.  Merchant,  37  O.  S.  251. 

Building  and  Loan  and  certain  In-  •  G.  C.  §§  8640  to  8645. 

siirance     Companies      see     G.      C.  'Hafer  v.  Railway  Co.,  14  W.  L. 

§§9646,   9515.  B.   68,   72    (1885);    Franklin  Bank 

*  G.   C.   §  8637 ;   Queen  CHy  Tele-  v.   Commercial  Bank,  36  O.  S.  355 

phone   Co.   v.    Cincinnati,    2   N.    P.  (1881);    See   G.    C.    §§8642,   8643. 

'See  G.  C.  §8642. 


§29  OHIO  PRIVATE  CORPORATIONS.  38 

tomary  for  the  transferrer  to  give  a  proxy  enabling  the 
transferee  to  vote  at  the  meeting. 

No  person  may  vote  on  any  stock  on  which  an  instalment 
is  due  and  unpaid.8 

Holders  of  preferred  stock  may  vote  unless  by  the  terms 
of  its  issue  the  voting  right  is  withheld. 

d.  Proxies.     Where  a  stockholder,  in  writing,  authorizes  an- 
other person  to  vote  his  stock  at  one  or  more  stockholders' 
meetings,  the  written  authorization  is  called  a  "proxy."   The 
term  "proxy"  is  also  applied  to  the  person  to  whom  the  au- 
thority is  given. 

A  proxy  may  be  revoked  at  any  time  by  the  stockholder, 
although  by  its  terms  "irrevocable."9 

A  stockholder  who  attends  the  meeting  is  entitled  to  vote, 
although  he  has  given  a  proxy. 

e.  Cumulative  voting.    A  stockholder  in  an  Ohio  corporation 
has  the  right  to  cast  his  votes  under  the  socalled  cumulative 
system.    He  may  vote  "the  number  of  shares  owned  by  him 
for  as  many  persons  as  there  are  directors  to  be  elected,  or 
.     .     .     cumulate    said    shares    and    give    one    candidate    as 
many  votes  as  the  number  of  directors  multiplied  by  the 
number  of  his  shares  of  stock  equals,  or     ...     distribute 
them  on  the  same  principle  among  as  many  candidates  as  he 
thinks  fit."" 

Cumulative  voting  is  authorized  for  the  purpose  of  en- 
abling minority  stockholders  to  secure  representation  on  the 
board  of  directors. 

For  each  director  to  be  elected  a  stockholder  is  entitled 
to  one  vote  per  share  of  stock  registered  in  his  name  on  the 
books  of  the  corporation.  Under  the  cumulative  system  a 
stockholder  may  cast  all  of  his  votes  for  one  candidate,  or 
he  may  divide  them  among  a  part,  or  all,  of  the  candidates. 

Where  there  are  five  directors,  a  person  owning  one  share 
is  entitled  to  five  votes,  all  of  which  may  be  cast  for  one 
candidate.  Or  one  vote  may  be  cast  for  each  of  five  candi- 
dates, or  the  votes  may  be  divided  among  the  candidates  in 
any  other  other  manner  desired. 

If  500  shares  of  stock  have  been  issued  and  are  repre- 
sented at  a  stockholders'  meeting  at  which  five  directors 
are  to  be  elected,  a  minority  which  controls  85  shares  is 
enabled,  under  the  cumulative  system,  to  elect  one  director. 
The  85  shares  are  entitled  to  425  votes.  The  balance  of  415 
shares  is  entitled  to  2,075  votes.  If  the  425  minority  votes 

"G.  C.  §8636.  10G.  C.  §8636. 

•Griffith  v.  Jewett,   15  W.  L.  B. 
419. 


39  ORGANIZATION  AND  MANAGEMENT.  §  30 

are  cast  solidly  for  one   candidate,  it  is  impossible  for  the 
majority  to  defeat  him. 

Under  the  cumulative  system  it  is  impossible  for  a  minor- 
ity to  obtain  control  of  the  board  of  directors,  if  the  ma- 
jority act  together  and  cumulate  their  votes.  But  if  the 
majority  scatter  their  votes,  a  strong  minority  of  stock- 
holders may  be  able  to  secure  a  majority  of  the  board.11 

§30.  Regular  meetings  of  stockholders,  a.  When  held. 
An  annual  meeting  of  stockholders  is  usually  provided  for  in 
the  regulations,  which  specify  the  time,  place  and  manner  of 
calling  and  conducting  the  meeting  and  for  the  number  of 
stockholders  necessary  to  constitute  a  quorum. 

In  the  absence  of  a  regulation  on  the  subject,  the  annual 
meeting  should  be  held  on  the  first  Monday  in  January  of 
each  year.1 

Meetings  of  stockholders  should  be  held  within  the  State. 

b.  Notice.     Where  the  time  and  place  of  the  annual  meet- 
ing are  provided  for  in  the  regulations,  notice  of  the  meet- 
ing, or  of  the  business  to  be  transacted,  is  not  required  to  be 
given  unless  the  regulations  provide  for  notice.2 

Regulations  sometimes  require  notice  to  be  mailed  to  the 
stockholders,  but  stipulate  that  failure  to  give  the  notice 
shall  not  invalidate  proceedings  at  the  meeting. 

In  such  case  the  secretary  should  observe  the  requirement. 
The  notices  should  be  signed  by  the  secretary  and  a  copy 
preserved,  with  the  date  of  mailing. 

If  any  business,  other  than  the  routine  of  the  annual 
meeting,  is  to  be  considered  at  the  meeting,  it  is  prudent  to 
mention  it  in  the  notice. 

c.  Closing  of  stock  records.     It  is  sometimes  provided  in  the 
regulations  that  only  those  persons  may  vote  who  appear  as 
stockholders  on  the  stock  books  for  a  certain  number  of  days 
before  the  meeting.     Where  the   regulations  contain  such  a 
provision  it  is  customary  to  so  state  in  the  notice. 

This  provision  is  not,  in  effect,  a  closing  of  the  transfer 
books.  Transfers  of  stock  may  be  made  at  any  time,  but 
the  transferee  can  not  vote  as  a  stockholder  unless  the  trans- 
ferrer  gives  a  proxy  enabling  the  transferee  to  vote  at  the 
meeting. 

d.  Presiding   officer,   etc.     The   regulations   usually   provide 
that  the   president   shall  preside   at  meetings   of   the   stock- 
holders, and  that  the  secretary  shall  keep  a  record  of  the 
proceedings  of  stockholders.    In  the  absence  of  the  president, 

11  See  Schwartz  v.  State,  61  O.  8.          » G.  C.  §  8647. 
497.  *  State  v.   Bonnell,   35   0.   S.   10. 


§30  OHIO  PRIVATE  CORPORATIONS.  4Q 

the  vice-president  should  preside.  In  the  absence  of  both 
president  and  vice-president,  a  chairman  of  the  meeting 
should  be  chosen  by  the  stockholders.  In  the  absence  of  the 
secretary,  a  secretary  pro  tern  should  be  chosen. 

e.  Quorum.     A   quorum   at   a   stockholders'   meeting   is   the 
number  of  shares  of  stock  necessary  to  be  represented  by  the 
holders,   or  proxies,  in  order  that  business  may  legally  be 
transacted.     This  is  usually  provided  for  in  the  regulations, 
the    customary   requirement   being   a   majority   of   the   stock 
issued  and  outstanding. 

If  there  is  no  regulation  on  the  subject,  the  stockholders 
present  in  person  or  by  proxy,  at  a  duly  called  meeting, 
may  transact  the  business  of  that  meeting  although  a  ma- 
jority of  the  stock  is  not  represented.3 

Where  a  quorum  is  required  by  the  regulations,  it  is  im- 
portant to  determine  at  the  outset  of  the  meeting,  whether 
a  quorum  is  present.  This  may  be  ascertained  by  a  roll  call, 
or  by  requesting  the  stockholders  and  holders  of  proxies  to 
report  to  the  secretary. 

Proxies  should  be  filed  with  the  secretary. 

If  a  quorum  is  present,  that  fact  should  be  noted  on  the 
minutes. 

If  a  quorum  is  not  present,  the  meeting  may  be  ad- 
journed to  a  specified  time  when,  if  a  quorum  is  secured,  the 
meeting  may  proceed. 

f.  Procedure  at  meetings.    Stockholders'  meetings  are  usually 
conducted  according  to  the  rules  of  parliamentary  law.     It 
is  sometimes  provided  in  the  regulations  that  meetings  shall 
be  conducted  according  to  Robert's  Rules  of  Order  or  some 
other  handbook  on  parliamentary  law. 

g.  The  order  of  business  at  stockholders'  meetings  is  usually 
prescribed  in  the  regulations  as  follows: 

(1).  Reading  of  minutes.  The  minutes  of  the  preceding 
annual  meeting,  and  of  all  special  meetings  of  the  stock- 
holders held  subsequent  thereto,  should  be  read  by  the  secre- 
tary. 

This  is  not  always  an  unimportant  part  of  the  meeting. 
As  minutes  are  proper  evidence  of  the  proceedings,4  all  in- 
complete or  ambiguous  statements,  or  errors,  should  be  cor- 
rected before  the  minutes  are  approved.  The  record,  or  form 
of  statement  of  the  previous  proceedings,  is  approved  by  an 
approval  of  minutes  at  a  subsequent  meeting.6 

(2).  Reading  of  reports  and  statements.  Reports  are  fre- 
quently made  by  the  president,  treasurer,  and  sometimes  by 

•See     Lutterby     v.     Herancourt          "Bank  v.  Iron  Co.  30  W.  L.  B. 
Brewing  Co.,   12  L.  D.  67,   72,  73.      382. 
*  See  Cook  on  Corporations,  §  714. 


41  ORGANIZATION  AND  MANAGEMENT.  §  31 

other  officers.  After  being  read,  the  reports  may,  on  motion, 
be  ordered  received  and  placed  on  file.  Some  reports  may 
properly  be  referred  to  special  committees  or  to  the  incoming 
board  of  directors  for  attention. 

(3).  Unfinished  business.  This  includes  matters  which  may 
have  been  considered  at  previous  meetings,  but  not  disposed 
of  and  also  matters  which  have  been  referred  to  committees 
for  attention. 

(4).  The  election  of  directors  has  been  discussed  elsewhere 
in  this  chapter. 

(5).    New  or  miscellaneous  business. 

(6).  Adjournment.  The  meeting  may  on  motion  be  ad- 
journed sine  die,  or  to  a  definite  time.  An  adjourned  meet- 
ing is  merely  a  continuation  of  the  original  meeting  and  no- 
tice of  the  adjourned  meeting  need  not  be  given  to  the  stock- 
holders.6 For  authentication  of  the  minutes  by  the  officers, 
see  Forms. 

§31.  Special  meetings  of  the  stockholders.  Unless 
waived  by  all  stockholders  of  the  corporation,  two  prelimi- 
naries are  required  for  a  special  meeting  of  stockholders. 
(1)  The  meeting  must  be  ordered  or  called  by  competent 
authority,  and  (2)  Notice,  specifying  the  time,  place  and 
object  of  the  meeting  must  be  given  to  all  stockholders. 

It  is  frequently  provided  in  the  regulations  (1)  that  spe- 
cial meetings  may  be  called  by  the  board  of  directors  or  by 
a  certain  number  of  stockholders,  and  (2)  that  notice  of  the 
meeting  may  be  given  to  the  stockholders  by  mail. 

No  business  can  be  legally  transacted  at  a  special  meet- 
ing except  that  which  is  specified  in  the  call  and  notice  of 
the  meeting. 

"Where  a  special  meeting  is  held  by  consent  of  all  the 
stockholders  these  rules  do  not  apply.  As  a  precautionary 
measure  in  such  cases  a  waiver  should  be  signed  by  all  stock- 
holders.1 

There  are  numerous  statutory  provisions  for  stockholders' 
meetings  to  take  action  on  special  matters.  The  provisions 
of  the  statute  relating  to  the  call  for  and  notice  of  the  meet- 
ing should  be  carefully  followed  in  each  case.  Among  the 
subjects  specially  provided  for  are  the  following:  election 
of  directors  where,  for  any  cause,  directors  have  not  been 
elected  at  the  regular  meeting;  change  in  the  number  of 
directors;  amendment  of  the  articles  of  incorporation; 
amendment  of  the  regulations;  increase  of  capital  stock; 
sale  of  entire  assets  of  the  corporation,  and  dissolution  of 
the  corporation. 

•State  v.  Bonnell,  35  O.  S.  10.  'See  Forms. 


§33  OHIO   PRIVATE  CORPORATIONS.  42 

§32.  Minutes.  The  minutes  of  stockholders'  meetings 
do  not  differ  materially  from  the  minutes  of  directors'  meet- 
ings, except  that  the  names  of  the  directors  present  at  the 
meeting  are  entered  in  the  minutes,  which  is  not  the  usual 
practice  in  making  up  the  minutes  of  stockholders'  meetings. 

Matters  are  properly  brought  before  a  meeting  in  the 
form  of  motions  or  resolutions.  Important  matters  are  usu- 
ally presented  in  the  form  of  written  resolutions.  Other 
matters  are  brought  up  by  motion,  usually  presented  orally. 

During  a  meeting  the  secretary,  as  a  rule,  takes  notes  of 
the  proceedings  and  subsequently  from  his  notes  writes  out 
the  minutes  in  full.  It  is  advisable  to  make  up  the  full 
minutes  within  a  short  time  after  the  meeting,  before  the 
circumstances  are  forgotten. 

All  motions  and  resolutions  passed  upon  should  be  re- 
corded in  the  minutes  with  the  action  taken  thereon,  whether 
favorable  or  adverse.  It  is  not  customary  to  mention  the 
names  of  the  persons  by  whom  motions  are  made;  but  the 
names  of  the  persons  by  whom  important  resolutions  are 
offered  are  usually  entered. 

As  motions  are  made  verbally,  care  should  be  taken  by 
the  secretary  to  enter  accurately  the  substance  of  every 
motion.  When  the  secretary  is  in  doubt  as  to  the  meaning 
of  a  motion,  the  person  making  it  may  be  requested  to  re- 
peat his  motion,  or  to  place  it  in  writing. 

The  discussions  over  motions  and  resolutions  are  usually 
not  entered,  although  the  names  of  persons  taking  part  in 
the  debate  are  sometimes  mentioned. 

Reports,  contracts  and  other  instruments  are  frequently 
presented  and  acted  upon  at  corporate  meetings.  Where  the 
matter  is  important  the  document  should  be  copied  into  the 
minutes.  In  other  cases  it  is  sufficient  to  describe  the  instru- 
ment so  as  to  identify  it,  and  to  file  the  original. 

For  specimens  and  forms  of  minutes  see  Forms. 

§  33.  Directors,  a.  Qualifications.  A  majority  of  the 
directors  must  be  citizens  of  Ohio,  and  all  directors  must  be 
holders  of  stock  in  the  amount  fixed  by  the  by-laws.1 

A  person  not  a  stockholder  may  be  elected  a  director  and 
may,  after  election,  qualify  himself  by  acquiring  stock.2 

Where  a  director  ceases  to  own  stock,  but  continues  to 
act  as  a  director,  he  may  be  recognized  as  a  de  facto  director 
and  his  acts  as  to  third  persons  held  valid.3 

It  has  been  held  that  a  person  does  not  become  properly 

1G.  C.   §8661.  'Campbell  Printing  Press  Co.  v. 

*Greenough   v.    Railroad    Co.,    64       Belman   Bros.    Co.,    11    C.    C.    360; 
Fed.   Rep.   22.  5   C.   D.  389. 


43  ORGANIZATION  AND  MANAGEMENT.  §  33 

qualified  where  a  share  of  stock  is  transferred  to  him  merely 
for  the  purpose  of  qualifying  him  as  a  director;  he  having 
no  real  interest  in  the  stock.4 

An  oath,  faithfully  to  discharge  his  duties  as  director, 
is  required  to  be  taken  by  each  director  before  entering  upon 
his  duties.5 

b.  Number.     The  number  of  directors   of  a   corporation  is 
fixed  by  the  holders  of  a  majority  of  its  stock,  within  the 
statutory  limitation  that  the  number  must  be  not  less  than 
five  nor  more  than  thirty.6 

Within  the  same  limitations,  the  number  of  directors  may 
be  changed  at  a  regular  or  special  meeting  of  the  stockhold- 
ers. When  majority  stockholders  become  dissatisfied  they 
may  bring  about  a  change  in  the  policy  of  management  by 
increasing  the  number  of  directors  at  a  special  meeting  of 
stockholders.7 

A  director  can  not  be  ousted  from  his  office  by  a  decrease 
in  the  number  of  directors.  In  other  words,  a  decrease  in 
the  number  of  directors  can  not  become  effective  until  the 
expiration  of  the  terms  of  the  directors  then  serving. 

In  practice  the  minimum  number  is  usually  the  most 
satisfactory  for  small  corporations.  Where  the  stock  of  a 
corporation  is  equally  divided  between  two  separate  inter- 
ests, the  number  of  directors  is  sometimes  fixed  at  six,  or 
some  other  even  number,  so  that  each  interest  may  have  an 
equal  representation  on  the  board. 

In  the  case  of  large  corporations,  especially  consolidated 
companies,  a  large  directorate  is  not  infrequently  chosen  in 
order  that  several  interests  may  be  represented  on  the  board. 

Where  the  number  of  directors  is  large,  the  work  of  the 
board  is  performed,  to  a  considerable  extent,  through  com- 
mittees. 

c.  Term.    The  term  of  directors  chosen  at  the  first  election 
continues  until  the  time  fixed  for  the  annual  election.8 

Thereafter  directors  are  elected  for  one  year.9 
But,  if  no  election  is  held  at  the  time  fixed  for  the  an- 
nual meeting,  or  if  an  attempted  election  is  invalid,  the  di- 
rectors previously  elected  hold   over  and   continue   in   office 
until  their  successors  are  properly  elected  and  qualified.10 

4  Bartholomew    v.    Bentley,    1    0.  Co.,  12  N.  P.  Dec.  67.   The  terms  of 

S.  37.  directors  of  Building  and  Loan,  cer- 

•  G.   C.   §  8663.  tain     Insurance     and     other     Com- 

*G.   C.   §8635.  panics,   may   in   the   regulations   or 

TGK   C.    §8665;    Gold   Bluff,   etc.,  by-laws,    be   fixed   at    from   one   to 

Co.  v.  Whitlock,  75  Conn.  669;   In  three  years.     G.   C.   §§9646,  9515. 

re   Griffing   Iron   Co.,   63   N.   J.   L.  "State  v.   Bonnell,   35   0.   S.    10, 

168,  357.  17;  State  v.  Smallcy,  7  C.  C.  400; 

•G.  C.  §8635.  4  C.  D.  653. 

•Lutterby  v.  Herancourt  Brewing 


§33  OHIO  PRIVATE  CORPORATIONS.  44 

d.  Vacancies  on  the  board  of  directors  caused  by  death,  res- 
ignation, disqualification,  etc.,  may  be  filled  by  the  remaining 
directors,  unless  the  by-laws  otherwise  provide.11 

e.  Meetings.12     Individual   directors,    as   such,   have    no    au- 
thority to  represent  the  corporation.     To  bind  the  corpora- 
tion the  directors  must  act  together  as  a  board.13 

Regular  meetings  of  the  board  are  usually  provided  for  in 
the  by-laws,  usually  being  held  monthly  or  quarterly.  No 
notice  of  regular  meetings  need  be  given  to  the  directors 
unless  notice  is  required  by  the  regulations  or  by-laws.14 

Notice  of  special  meetings  should  in  general  be  given  all 
directors.  But  transactions  at  special  meetings  within  the 
powers  of  the  board  of  directors  have  been  upheld,  where  a 
quorum  was  present,  although  a  minority  of  the  board  were 
not  personally  notified  of  the  meeting  and  were  absent,  but 
no  objection  was  subsequently  made  by  the  absent  members.15 

Notice  of  a  special  meeting  may  be  waived  by  all  direc- 
tors. 

Where  all  the  directors  attend  a  meeting,  failure  to  give 
notice  does  not  invalidate  the  proceedings  of  the  meeting, 
although  notice  is  required  by  the  by-laws. 

f.  Quorum.    A  majority  of  the  entire  board  of  directors  con- 
stitutes a  quorum.16 

Directors  must  be  present  in  person.  A  director  can  not 
act  by  proxy.17 

Where  a  quorum  is  assembled,  a  majority  of  those  pres- 
ent may  bind  the  board  and  the  corporation,  although  they 
constitute  a  minority  of  the  entire  board.18 

The  acts  of  directors  at  a  meeting  at  which  a  quorum  is 
not  present  are  voidable,  but  may  be  ratified  by  the  ac- 
quiescence of  the  full  board.19 

g.  Minutes.    The  minutes  of  directors'  meetings  do  not  differ 
materially  from  the  minutes  of  the  meetings  of  stockholders. 

Where  important  business  is  transacted  at  a  meeting,  a 
practice  sometimes  followed  is  to  insert  below  the  minutes 
an  approval  thereof  signed  by  all  the  directors. 

11  G.   C.   §8662.  L.  D.  249,  affirmed  11  C.  C.  n.  a. 

MFor    proceedings     at    the    first  401;    20   C.   D.   656;    83   O.   S.   507. 

meeting  of  directors  and  for  speci-  "State  v.   Boniiell,  35  O.  S.    15. 

men    minutes    of    other    directors  "  Bank  v.  Flour  Co.,  41  0.  S.  552, 

meetings  including  notices,  waivers,  559. 

etc.,  see  Forms.  M  See  G.   C.   §  8664. 

MMcCortle    v.    Bates,    29    O.    S.  "Bank  v.  Iron  Co.,  30  W.  L.  B. 

422:    State   v.   Peoples,   etc.,   Assn.,  382. 

42  O.  S.  583 :  State  v.  O.  &  M.  Ry.,  "  See    Kalb    v.    American    Nat'l 

6   C.   C.   412:    3   C.   D.   516;    49   O.  Bank,   21    C.   C.   1,   7,   8;    11   C.   D. 

S.  668;  Schott,  etc.,  Co.  v.  Security,  437. 

etc.,  Ins.  Co.,  7  N.  P.  n.  s.  548:   19  "See  Rolling  Stock   Co.   v.   Rail- 
road, 34  O.  S.  450. 


45  ORGANIZATION  AND  MANAGEMENT.  §  33 

h.  Compensation.  If  the  compensation  of  directors  is  pro- 
vided for  in  the  regulations  of  the  corporation,  directors  are 
not  entitled  to  additional  compensation  without  the  consent 
of  the  stockholders.  "Where  no  provision  for  compensation 
is  made  in  the  regulations,  directors  are  probably  entitled  to 
reasonable  compensation  for  their  time  and  reimbursement 
for  the  expense  incurred  in  attending  meetings.20 

A  director,  who  is  also  elected  or  appointed  an  executive 
officer  of  the  corporation  is  entitled  to  reasonable  compen- 
sation for  his  services  as  such  officer  although  no  agreement 
was  made  in  advance  regarding  compensation,  where  the  cir- 
cumstances show  that  the  intention  of  both  parties  was  that 
he  should  be  paid.21 

Where  directors  have  accepted  compensation  for  a  period 
of  service  they  can  not  subsequently  vote  themselves  "back 
pay"  for  the  same  period.22 

i.  Resignation.  A  director  has  the  right  to  resign  at  any 
time.23  His  resignation  may  be  oral  or  in  writing. 

It  is  doubtful  whether  all  the  directors  can  resign  at  one 
time  leaving  the  corporation  helpless. 

Where  no  directors  are  elected  within  a  reasonable  time 
after  the  expiration  of  the  terms  of  those  duly  elected,  and 
the  corporation  discontinues  business,  it  is  presumed  that 
the  offices  have  been  abandoned.24 

j.  Powers.  The  corporate  powers,  business  and  property  of 
corporations  are  exercised,  conducted  and  controlled  by  the 
board  of  directors. 

Within  the  limitations  of  the  articles  of  incorporation, 
and  the  regulations  of  the  corporation,  the  board  of  direc- 
tors is  supreme  in  the  management  of  its  affairs.25 

By  express  statutory  provision,  certain  acts  of  unusual 
importance,  such  as  a  sale  of  the  entire  assets  and  property 
of  the  corporation,  and  the  issuance  of  convertible  bonds,  are 
required  to  be  ratified  by  stockholders. 

It  has  already  been  stated  that  directors  must  act  to- 
gether as  a  board.  One  director  as  such  has  no  authority 
to  represent  the  corporation.  The  business  transactions  of 
the  corporation  are  carried  out  through  the  executive  officers 
or  other  agents;  but  the  authority  of  such  officers  and  agents 
must  be  traced  to  the  board  of  directors  in  all  cases,  except 

"  State  v.  Peoples,  etc.,  Assn.,  42  "  Brigga  v.  Sp-iulding,   141   U.  S. 

O.  S.  579,  583;    See  Cook  on  Cor-  132,   154. 

porations,  §  657.  **  Bartholomew   v.    Bentley,    1    O. 

"Dalton  v.  Brush  Electric  Light  S.  37,  42. 

Co.,  13  C.  C.  505;  7  C.  D.  141.  *  Bradford  Belting  Co.  v.  Gibson, 

"State  v  Peoples,  etc.,  Asan.,  42  68    O.  S.  442. 
0.  8.  579. 


§33  OHIO  PRIVATE  CORPORATIONS.  46 

where  the  officers'  authority  has  been  defined  by  the  stock- 
holders in  the  regulations.26 

The  executive  officers  and  other  agents  are  chosen  by  the 
board  of  directors,  unless  by  the  regulations  the  stockholders 
have  reserved  the  right  to  select  them.  Directors  are  eligible 
to  become  executive  officers.27 

k.  Directors'  contracts  witlv  corporation.  Although  a  con- 
tract made  by  a  corporation  with  a  director,  who  partici- 
pated in  the  directors'  meeting  at  which  the  contract  was 
authorized,  is  not  wholly  void,28  yet  it  may  be  avoided  by  the 
corporation  upon  a  showing  of  its  unfairness.  It  is  the  duty 
of  a  director  to  act  in  entire  good  faith,  and  to  have  no  per- 
sonal interest  adverse  to  the  corporation. 

In  all  cases  of  directors'  contracts  with  the  corporation, 
including  the  fixing  of  the  salary  of  a  director  as  an  execu- 
tive officer,  the  interested  director  should  not  participate  in 
the  vote,  and  the  minutes  should  so  indicate.  In  fact  the 
better  practice  is  for  him  to  remain  away  from  the  meeting, 
or  at  least  to  withdraw  from  the  room  while  his  contract 
is  being  discussed  and  voted  upon. 

1.  By-laws.  Directors  may  adopt  by-laws  for  their  govern- 
ment, consistent  with  the  laws  of  the  State  and  the  regula- 
tions adopted  by  the  stockholders.29 

m.  Power  to  issue  stock  for  property.  A  corporation  may 
exchange  its  stock  for  property.30 

This  power  is  undoubtedly  vested  in  the  board  of  direc- 
tors, as  the  board  controls  the  business  and  property  of  the 
corporation,31  is  authorized  to  dispose  of  its  unissued  stock,32 
and  controls  the  payment  of  the  original  subscriptions  to  its 
stock,  except  as  to  the  first  instalment  of  ten  percent.33 

It  may  be  stated  generally  that  the  board  of  directors 
of  a  corporation  has  power  (a)  to  accept  property  in  pay- 
ment for  the  original  stock  subscriptions  (except  the  ten 
percent  payable  in  cash),  (b)  to  exchange  for  property  any 
stock  which  remains  unissued  after  organization,  and  (c) 
upon  an  increase  of  the  capital  stock  to  exchange  for  prop- 
erty that  part  of  the  increased  stock  which  is  not  subscribed 
for  by  existing  stockholders.  Directors  may  accept  property 
in  payment  of  such  subscriptions  by  existing  stockholders. 

The  general  rules  of  law  governing  such  transactions  re- 
quire (1)  that  the  property  be  taken  at  a  fair  valuation; 

*•  Bradford  Belting  Co.  v.  Gibson,  Co.,  57  O.  S.  75;   Orton  v.  Edson, 

68  O.  S.  442.  etc.,  Co.,  5  C.  C.  n.  a.  540;    17  C. 

"Dalton  v.  Brush  Electric  Light  D.   107    (affirmed  75  0.  S.  580). 

Co.,  13  C.  C.  505;   7  C.  D.  141.  WG.  C.  §8660. 

"Rolling  Stock   Co.  v.   Railroad,  "Sims    v.    Street    Railroad    Co., 

34  O.  S.  450.  37  O.  S.  565. 

"G.    C.    §8702.  "G.   C.  §8632. 

*•  See  Gates  v.  Tippecanoe  Stone 


47  ORGANIZATION  AND  MANAGEMENT.  §  33 

(2)  that  the  directors  have  no  personal  interest  in  the  prop- 
erty or  transaction;  (3)  that  the  directors  act  in  good  faith, 
and  (4)  that  the  property  be  such  as  may  be  purchased  by 
the  corporation  in  the  prosecution  of  its  business. 

The  practice  of  issuing  stock  for  overvalued  property  is 
frequent.  Stock  thus  issued  is  termed  "watered  stock."  As 
to  the  consequences  of  violating  the  rule  that  property  must 
be  taken  at  a  fair  valuation,  the  law  is  not  well  settled.  If 
it  can  be  proved  that  the  property  was  fraudulently  over- 
valued, the  persons  to  whom  the  stock  was  issued  may  be 
held  personally  liable  to  subsequent  creditors  for  the  differ- 
ence between  the  actual  value  of  the  property  and  the  par 
value  of  the  stock.84 

The  corporation  itself  can  not  recover  this  amount  from 
the  stockholders,  but  may,  if  not  estopped,  set  aside  the 
transaction  and  recover  the  stock  itself,  upon  returning  the 
property.35 

Where  no  fraud  is  proved  in  the  issuance  of  stock  for 
property,  there  is  some  conflict  of  authority  in  the  various 
jurisdictions.  In  many  jurisdictions  it  is  held  that  a  valua- 
tion placed  upon  property  by  the  directors  is  conclusive  in 
the  absence  of  fraud.  The  "good  faith"  rule  has  received 
the  approval  of  one  circuit  court  in  Ohio.36 

That  property  has  been  fraudulently  overvalued  is  some- 
times difficult  of  proof,  especially  in  cases  where  the  prop- 
erty received  by  the  corporation  includes  good  will,  patents, 
etc. 

In  cases  where  it  is  possible  to  prove  the  actual  value  of 
the  property,  fraud  may  sometimes  be  implied.  "A  gross 
and  obvious  overvaluation  of  property  would  be  strong  evi- 
dence of  fraud."37 

"Where  corporations  are  organized  to  "take  over"  a 
"property"  or  business,  a  common  procedure  is  to  have  the 
company  incorporated  by  "dummy  incorporators,"  some- 
times clerks  in  the  employ  of  the  real  parties  in  interest,  or 
clerks  in  the  office  of  the  attorneys  employed  to  attend  the 
incorporation.  The  "dummy  incorporators "  subscribe  for 
the  minimum  amount  of  stock  necessary,  pay  the  amount  re- 
quired to  be  paid  in  cash  with  certified  checks  or  drafts  fur- 
nished by  the  real  parties  and  made  payable  to  the  order  of 
the  corporation.  The  incorporators  are  then  elected  direc- 
tors, hold  a  directors'  meeting,  elect  officers  and  adopt  a 
resolution  accepting  a  written  proposition,  made  by  the  real 

MGat«8  v.  Tippecanoe  Stone  Co.,  **Kunz  v.  National  Valve  Co.,  9 

57  O.  S.   60.  0.    C.    n.    s.    607;     19    C.    D.    519 

"See  Orton  v.  Edson,  etc.,  Co.,  5  (1907). 

C.    C.    n.    s.    540;     i7    C.    D.    107  "  foit    v.    North    Carolina,    etc., 

(affirmed  no  rep.  75  0.  S.  580).  Co.,  119  U.  S.  313. 


§34  OHIO  PRIVATE  CORPORATIONS.  43 

parties  in  interest,  to  exchange  property  for  stock.  The 
"dummy  directors"  and  officers  then  resign  their  positions, 
one  by  one,  and  the  vacancies  are  filled  by  the  election  of 
the  real  parties  in  interest. 

This  practice  is  of  doubtful  validity  as  the  dummy  di- 
rectors may  be  held  to  be  mere  agents  of  the  real  parties.37a 

When  it  is  desired  to  pay  in  the  least  possible  cash  for 
the  stock  the  corporation  is  sometimes  organized  with  a  small 
capital  stock,  ten  percent  of  which  is  paid  by  certified  check 
as  already  described.  After  organization  the  capital  stock 
is  increased,  the  original  stockholders  waive  their  right  to 
subscribe  for  the  new  stock,  and  all  the  new  or  increased 
stock  is  issued  for  the  property. 

Where  any  part  of  an  issue  of  stock  is  issued  for  patents, 
services,  good  will  or  property  not  located  in  Ohio,  the  issue 
can,  as  a  rule,  be  disposed  of  only  through  a  licensed  dealer, 
on  a  special  certificate  obtained  from  the  commissioner  as 
to  the  issue.38 

n.  Liability.  Directors  may  become  personally  liable:  by 
incurring  debts  before  ten  percent  of  the  capital  stock  has 
been  paid  in;39  by  issuing  false  statements  concerning  the 
financial  condition  of  the  corporation;  by  engaging  in  a 
business  not  authorized  by  the  articles  of  incorporation,  and 
wholly  foreign  thereto;  by  gross  negligence  whereby  assets 
of  the  corporation  are  lost,  by  fraudulently  dealing  with  the 
property  of  the  corporation,  and  for  false  statements  in  a 
prospectus  or  advertisement  of  the  stock  or  bonds  of  the 
corporation.40 

By  statute  directors  are  also  made  personally  liable  for 
declaring  dividends  otherwise  than  out  of  surplus  profits  de- 
termined as  directed  by  the  statute;  for  advertising  a  greater 
dividend  than  has  been  actually  earned  and  paid;  and  for 
advertising  a  larger  amount  of  capital  stock  than  has  actu- 
ally been  subscribed  and  paid  in.41 

The  trustees  of  a  corporation  not  for  profit  are  liable 
for  all  corporate  debts  by  them  contracted.42 

As  business  men  are  often  unwilling  to  assume  such  lia- 
bility, clubs  and  other  organizations  are  frequently  incor- 
porated as  corporations  for  profit,  although  their  purposes 
are  really  not  for  profit. 

§34.    Committees    of   the   board.    Executive    committee. 

An  executive  committee  is  provided  for  in  the  regulations  of 

"a.  See    American,    etc.    Co.    v.  K Trust   Co.    v.    Floyd,    47    0.    S. 

Adams,  13  O.  L.  R.   137    (U.  S.  D.  525. 
C.  1915).  "See  notes  to  G.  C. 

*"  See  §  14  Disposal  of  stocks  and          «*  G.  C.   §  8728. 
bonds.    G.   C.   §§  6373-2,   6373-14.  « G.  C.  §  8666. 


49  ORGANIZATION  AND  MANAGEMENT.  §  34 

many  corporations.  In  larger  corporations  a  finance  com- 
mittee is  not  uncommon.  A  loan  or  discount  committee  is 
usually  appointed  by  the  directors  of  banks.1 

These  are  permanent  or  standing  committees  of  directors 
appointed  to  exercise  certain  powers  of  the  board  of  direc- 
tors during  intervals  between  meetings  of  the  board.  The 
object  of  such  committees  is  to  render  unnecessary  frequent 
meetings  of  the  board  and  to  provide  authority  in  cases 
where  action  must  be  taken  quickly.  Standing  committees 
are  more  frequent  in  large  corporations  having  numerous 
directors  than  in  the  case  of  small  corporations.  A  small 
committee  is  more  easily  convened  than  a  large  board  and 
its  decisions  are  more  promptly  and  definitely  reached. 

The  membership  of  a  standing  committee  is  determined  by 
the  regulation  by  which  it  is  authorized.  In  many  cases  the 
president,  treasurer  and  sometimes  one  other  officer,  ex  officio, 
constitute  the  executive  committee.  The  treasurer  is  usually 
ex  o/ficio  a  member  of  the  finance  committee.  In  other  cases 
the  members  of  the  committee  are  chosen  by  the  board.  All 
members  of  standing  committees  must  be  directors. 

Powers.  The  supervision  and  control  of  transactions  in  the 
usual  course  of  business  may  undoubtedly  be  delegated  to 
an  executive  committee.2 

"Whether  the  discretionary  powers  conferred  upon  direc- 
tors by  statute8  may  be  delegated  to  a  committee  has  not 
been  decided  in  Ohio.  In  other  jurisdictions  there  is  some 
conflict  of  authority  upon  the  subject.  It  is  said  that,  by  the 
weight  of  authority,  such  powers  may  be  delegated  to  an 
executive  committee  composed  of  directors,  and  that  its  acts 
and  contracts  are  binding  on  the  corporation.4 

Where  the  acts  of  an  executive  committee  are  subsequently 
approved  by  the  board  of  directors,  no  question  can  arise 
as  to  the  powers  of  the  committee.  The  question  may  arise, 
however,  where  the  acts  are  not  brought  to  the  attention  of 
the  board,  or,  being  brought  to  its  attention,  are  repudiated. 

In  view  of  the  unsettled  condition  of  the  law  regarding 
the  powers  of  an  executive  committee,  it  is  advisable  to 
dearly  define  in  the  regulations  the  duties  and  powers  of  the 
executive  committee  and  to  limit  its  functions  so  far  as 
possible  to  transactions  arising  in  the  usual  course  of  busi- 
ness.5 

'See  G.  C.  §§9728,  9729.  Thompson  on  Corporations    (2  ed.) 

*Bank  v.  Iron  Co.,  30  W.  L.  B.  §1207;     Lutterby     v.     Herancourt 

382;   Cincinnati  v.  Cameron,  33  O.  Brewing  Co.,   12   L.   D.  74. 
S.  336,  364.  'See  Bank  v.  Iron  Co.,  30  W.  L. 

•G.  C.  §8860,  8704.  B.   382;    Morris   v.   Griffith,   34   W. 

4  Cook    on     Corporations,     §715;  L.   B.   191. 


§35  OHIO  PRIVATE  CORPORATIONS.  50 

Where  no  executive  committee  is  provided  for  in  the 
regulations  the  board  of  directors  may  appoint  such  a  com- 
mittee, at  least  with  limited  powers,  through  a  by-law  pro- 
vision or  a  resolution. 

A  standing  committee  should  transact  its  business  at 
meetings  of  which  all  members  should  have  notice.8  A  record 
of  its  proceedings  and  acts  should  be  kept  and  frequent  re- 
ports thereof  made  to  the  board  for  approval. 

A  standing  committee  is  sometimes  used  as  a  device  for 
the  purpose  of  excluding  minority  directors  from  partici- 
pation in  the  active  management.  An  executive  committee 
authorized  to  exercise  "all  the  powers  of  the  board"  during 
intervals  between  meetings  may  (in  jurisdictions  where  such 
powers  may  legally  be  delegated  to  the  committee)  become 
in  effect  the  real  managing  body  of  the  corporation. 

This  may  be  guarded  against  by  inserting,  in  the  regula- 
tion by  which  the  committee  is  authorized,  a  provision  re- 
quiring the  members  of  the  committees  to  be  elected  by  the 
unanimous  vote  of  the  board  of  directors. 

§35.  Executive  officers,  a.  Who  are.  A  director  is  an 
"officer,"1  but  not  an  "executive  officer."2 

The  executive  officers  are  the  president,  secretary  and 
treasurer,3  and  probably  also  the  chairman  of  the  board, 
vice-president,  managing  director,  etc.,  where  such  officers 
are  provided  for  in  the  corporate  regulations.4 

b.  Qualifications.     The  president  must  be  a  director.5     The 
other  executive  officers  are  not  required  to  be  members  of 
the    board   of   directors,   but   all   executive    officers   must   be 
holders  of  stock  in  an  amount  fixed  by  the  by-laws.6 

In  practice  the  vice-president  and  treasurer  are  usually 
chosen  from  among  the  members  of  the  board.  The  secre- 
tary is  in  many  cases  not  a  director.  In  small  corporations 
two  offices  are  frequently  held  by  the  same  person. 

c.  By  whom  elected  or  appointed.     The  executive  officers  are 
chosen  by  the  board  of  directors  except  where,  in  the  regu- 
lations, the  stockholders  have   otherwise  provided  for  their 
selection.     The  stockholders  may,  in  the  regulations,  reserve 
the  right  to  elect  all  of  the  officers,7  with  the  exception  of 
the  president.8 

•Hayes  v.  Canada,  etc.,  Co.,  181  affirmed    in    11    C.    C.    n.    s.    401; 

Fed.  Rep.  289.  20  C.  D.  656:   83  0.  S.  507. 

1  Railway    Co.    v.    McCoy,    42    O.  *  G.  C.  §8664. 

S.  253;   G.  C.  §8704.  4G.  C.  §8704. 

•See  G.  C.  §8661;   State  ex  rel.  "G.  C.  §8664. 

v.  Peoples,  etc.,  Assn.,  42  0.  S.  583;  6G.    C.    §8661;    See    Bonnell    v. 

Schott,   etc.,   Co.   v.   Insurance  Co.,  Brown,  11  C.  C.  n.  s.  58. 

7  N.   P.   n.   s.   548;    19   L.   D.   249  '  G.  C.  §8704. 

»G.  C.  §8664. 


51  ORGANIZATION  AND  MANAGEMENT.  §  35 

d.  Powers  and  duties.  The  powers  of  executive  officers  are 
derived  from  (1)  statute,  (2)  the  regulations  adopted  by  the 
stockholders,  and  (3)  the  board  of  directors.9 

By  statute,  the  president  and  secretary  are  authorized  and 
required  to  execute  stock  certificates10  and  certain  certificates 
and  reports  to  the  state. 

The  regulations  may,  and  usually  do,  contain  provisions 
defining  the  duties  of  officers.  All  other  powers  of  the  execu- 
tive officers  are  derived  from  the  board  of  directors.  The 
active  business  of  a  corporation  is  managed  and  controlled 
by  the  board  of  directors.  Corporate  contracts  are  usually 
negotiated  and  executed  by  the  executive  officers,  but  the 
authority  of  the  officers  to  do  so  should,  in  some  manner,  be 
traced  to  the  board  of  directors.11 

The  executive  officers  are  agents  merely.  Authority  is 
conferred  upon  them  in  the  same  manner  in  which  the  au- 
thority of  agents  is  bestowed  in  other  cases.  It  may  be 
given  by  the  directors  expressly  in  the  form  of  by-laws,  or 
by  motion  or  resolution;  or  the  authority  may  be  given  in- 
formally, by  consent  or  acquiescence  of  the  board.  Un- 
authorized acts  of  officers  may  be  ratified  by  the  board  of 
directors.12 

In  general,  the  burden  of  proof  of  an  officer's  authority 
rests  on  the  party  who  affirms  it.13 

But  in  some  cases  the  authority  may  be  presumed.  Writ- 
ten contracts  and  other  instruments  are  usually  executed  in 
the  name  of  the  corporation  by  one  or  more  of  the  executive 
officers.  It  is  usually  provided  in  corporate  regulations  that 
"the  president  shall  sign  all  contracts,  notes,  and  other  papers 
executed  by  this  company."  In  the  absence  of  such  a  regula- 
tion instruments  are  generally  executed  by  the  president,  with 
the  consent  or  acquiescence  of  the  directors.  It  has  been  held 
that  an  instrument  or  contract,  executed  in  proper  form  by 
the  president  and  delivered,  with  the  corporate  seal  affixed, 
is  presumed  to  have  been  authorized  by  the  directors,  and  that 
the  burden  of  proof  rests  on  the  party  denying  such  authority.14 

This  presumption  is  applied  only   to   matters   within   the 

•See  Morris    v.   Griffith,    34    W.  strong  v.  Chemical,  N.  B.,  83  Fed. 

L.  B.  191.  Rep.  556;  Sun,  etc.,  Assn.  T.  Moore, 

"G.  C.  §8672.  183  U.  S.  642. 

"Belting  Co.  v.  Gibson,  68  0.  S.  "Belting  Co.  v.  Gibson,  68  0.  S. 

442;  Minor  v.  Board  of  Control,  20  442. 

C.  C.  4;   11  C.  D.  16.  "Bank    v.    Flour    Co.,    41    O.    S. 

"  Smead    Foundry    Co.    v.    Ches-  557 ;  C.  H.  &  D.  R.  R.  Co.  v.  Harter, 

brough,  18  C.  C.  783:  6  C.  D.  670;  26  O.  S.  426;  Dexter  Sav.  Bank  T. 

East  Cleveland  R.  R.  Co.  v.  Everett,  Friend,  90  Fed.  Rep.  703. 
19  C.  C.  205:    10  C.  D.  493;   Arm- 


§35  OHIO  PRIVATE  CORPORATIONS.  53 

usual  authority  of  the  president.  There  is  no  presumption 
that  the  president  is  authorized  to  convey  the  entire  prop- 
erty of  a  corporation,15  to  make  an  assignment  for  credi- 
tors;16 to  execute  a  cognovit  note,17  to  sell  a  bond  issue  of 
the  corporation,  and  to  employ  a  broker  for  that  purpose,18 
or  to  make  promissory  notes  payable  to  himself.19 

A  certificate  of  stock  issued  to  the  president  or  secretary 
personally  is  valid  in  the  hands  of  a  bona  fide  holder,  al- 
though issued  fraudulently,  the  president  and  secretary  being 
authorized  by  statute  to  execute  such  certificates.20 

e.  Compensation.     The    stockholders,    by   appropriate    provi- 
sions in  the  regulations,  have  the  right  to  fix  or  limit  the 
salaries  of  officers,  or  to  provide  that  such  salaries  shall  be 
fixed  by  the  stockholders  from  time  to  time.    In  the  absence 
of  such  a  regulation  the  salaries  may  be  fixed  by  the  direc- 
tors. 

An  executive  officer  is  entitled  to  reasonable  compensa- 
tion for  his  services  although  no  agreement  was  made  in  ad- 
vance for  compensation,  where  the  circumstances  show  that 
it  was  the  intention  of  all  the  parties  that  he  should  be 
paid.21 

In  practice  certain  officers  serve  without  the  expectation 
of  compensation.22 

In  view  of  the  foregoing,  it  is  advisable  to  insert  pro- 
visions regarding  salaries  in  the  regulations  or  by-laws,  fix- 
ing in  advance  the  salaries  which  are  to  be  paid,  and,  where 
certain  officers  are  to  serve  without  salary,  specifically  stat- 
ing that  such  officers  shall  receive  no  compensation. 

f.  Resignation   or  removal.     An   officer   may  usually   resign 
at  any  time,  unless  he  has  entered  into  a  contract  with  the 
corporation  to  serve  for  a  certain  time,  in  which  case  he  may 
be  liable  for  damages  in  the  event  of  resignation.    Where  an 
officer  has  been  appointed  or  elected  for  a  certain  term,  and 
has   accepted  the   appointment,  a  contract  for  that  term   is 
consummated.     The  officer  can  not  be  removed  without  lia- 
bility for  damages,  unless  the  right  of  removal  is  reserved 
in  the  regulations  or  by-laws;  or  unless  the  removal  is  for 
cause,23  such  as  embezzlement  or  breach  of  trust. 

M  DeLaVergne,  etc.,  Co.  v.  German  O.   L.    R.    563 ;    Arnkens  v.   Rouse, 

Sgs.  Inst.,  175  U.  S.  40.  26  W.  L.  B.  221. 

16  Commercial  N.  B.  v.  Cincinnati  *  Railway  Co.  v.  Bank,  56  O.  8. 

N.  B.,  3  C.  C.  513    (517)    2  C.  D.  351. 

295.  "Dalton  v.    Brush,   etc.,   Co.,    13 

"Smead    Foundry    Co.    v.    Ches-  C.  C.  505:   7  C.  D.  141. 

brough,  18  C.  C.  783:  6  C.  D.  673.  "See  Fitzgerald,  etc.,  Co.  v.  Fitz- 

»East    Cleveland    R.    R.    Co.    v.  gerald,   137  U.  S.  98    (111). 

Everett,  19  C.  C.  205:  10  C.  D.  493.  "See  State  v.  Bryoe,  7  Ohio  pt. 

MIn   re   Continental   Iron   Co.,   2  2,  82. 


53  ORGANIZATION  AND  MANAGEMENT.  §  35 

g.  Liability.  Officers  are  not  personally  liable  on  corporate 
contracts  within  their  authority,  and  within  the  powers  of 
the  corporation.  But  when  they  exceed  their  authority,  of- 
ficers may  be  held  personally  liable.24 

Officers  should  make  all  contracts  in  the  name  of  the 
corporation.25 

Where  an  officer  makes  a  contract  or  signs  promissory 
notes,  in  his  own  name,  he  may  be  held  personally  liable 
thereon,  although  he  has  no  personal  interest  in  the  trans- 
action and  did  not  intend  to  bind  himself.  Where  he  signs 
"John  Doe,  Treasurer,"  he  is  still  personally  liable.  To 
relieve  himself  from  liability  the  signature  should  be  "The 
A.  B.  Company,  by  John  Doe,  Treasurer."28 

An  officer  may  be  personally  liable  for  negligence  or  mis- 
conduct in  the  discharge  of  his  duties.  He  may  also  be  held 
personally  liable  for  fraudulent  or  reckless  and  careless  mis- 
representations as  to  the  financial  condition  of  the  corpora- 
tion, which  are  relied  on  by  other  persons  to  their  injury.27 

h.  President.  The  president  must  be  chosen  from  the  mem- 
bers of  the  board  of  directors.  He  has,  by  virtue  of  his  of- 
fice, only  such  powers  as  are  given  him  by  statute,  viz.,  to 
sign  stock  certificates  and  to  make  certain  reports  and  cer- 
tificates to  the  state.  All  other  powers  of  the  president  are 
derived  from  the  regulations  or  from  the  directors. 

His  duties  as  usually  defined  in  the  regulations  are  to 
preside  at  meetings  of  the  stockholders  and  directors,  to  sign 
all  bonds,  contracts,  notes,  etc.,  of  the  corporation,  and  to 
perform  other  duties  assigned  to  him  by  the  directors. 

As  to  the  authorization  by  directors  of  the  acts  of  the 
president  see  "Powers"  above. 

i.  Chairman  of  the  hoard.  This  office  is  sometimes  created 
by  the  regulations  of  large  corporations.  The  duties  of  the 
incumbent  are  usually  limited  to  presiding  at  the  meetings 
of  the  directors. 

j.  Tlie  vice-president  performs  the  duties  of  the  president  in 
the  absence  or  disability  of  the  latter.  In  large  corporations 
several  vice-presidents  are  provided  for,  termed  first  vice- 
president,  second  vice-president,  etc.,  and  in  some  cases 
active  executive  duties  are  prescribed  for  the  incumbents. 

k.  The  secretary  keeps  the  records  of  the  meetings  of  the 
stockholders  and  directors,  has  charge  of  the  corporate  seal 
and  the  stock  books,  and  together  with  the  president  exe- 

"Medill  v.  Collier,  16  O.  8.  610.  v.  Shea,  20  C.  C.  527:  11  C.  D.  304 

"Norris  v.  Dains,  52  O.  S.  215.  (affirmed   66   O.   8.   683).      , 
"Aungst  v.  Creque,  72  O.  b.  551;  "Cable  v.  Bowlus,  21   C.  C.  53: 

Titus  v.  Kyle,  10  O.  8.  444;   Bella  11  C.  D.  563  (affirmed  69  O.  8.  663). 


§35  OHIO  PRIVATE  CORPORATIONS.  54 

cutes  certificates  of  stock,28  and  certain  reports  and  certifi- 
cates to  the  state. 

As  in  the  case  of  other  executive  officers  the  secretary  has 
only  such  powers  as  are  given  him  by  statute,  regulations, 
or  the  board  of  directors.29 

He  has  no  implied  authority  to  bind  the  corporation  by 
statements  to  the  effect  that  the  corporation  had  refused  to 
perform  a  contract,80  nor  has  he  implied  authority  to  sign  a 
petition  for  a  street  improvement,  making  the  property  of 
the  corporation  liable  for  an  assessment.31 

The  secretary  must  obey  the  orders  of  a  court  of  com- 
petent jurisdiction  respecting  the  books  of  the  corporation 
in  his  possession,  and  may  be  held  for  contempt  of  court 
for  wilful  disregard  of  such  orders.  It  is  no  defense  that  he 
is  acting  under  the  orders  of  the  directors.32 

1.  Treasurer.  The  customary  duties  of  the  treasurer  include 
the  receipt  and  custody  of  all  moneys  and  securities  of  the 
corporation,  and  the  supervision  of  its  accounts  and  financial 
affairs. 

Usually  the  by-laws  require  all  moneys  received  to  be 
promptly  deposited  in  some  specified  bank.  All  bank  ac- 
counts should  be  kept  in  the  name  of  the  corporation.  If  a 
deposit  of  corporate  money  is  made  under  the  name  of  the 
treasurer,  any  loss  by  reason  of  the  failure  of  the  bank  may 
fall  upon  the  treasurer  personally. 

The  treasurer  is  usually  required  to  give  bond  in  an 
amount  sufficiently  large  to  protect  the  corporation  against 
loss. 

Where  a  corporation  is  a  creditor  of  a  bankrupt,  the 
claim  should  be  proved  by  the  oath  of  the  treasurer.  If  that 
is  impossible  owing  to  his  absence  or  disability,  the  proof 
may  be  made  by  another  person  having  knowledge  of  the 
facts,  but  in  such  case  the  reason  why  the  proof  is  not  made 
by  the  treasurer  must  be  stated. 

m.  General  manager.  The  duties  of  a  general  manager, 
when  such  officer  is  provided  for  in  the  regulations,  are 
usually  to  have  charge  of  the  transactions  occurring  in  the 
usual  course  of  the  business  of  the  corporation.33 

Transactions  not  occurring  in  the  ordinary  course  of 
business  are  usually  beyond  his  authority.  It  has  been  held 
that  a  general  manager  has  no  authority  to  sign  a  petition 

98  G.  C.  §§8672,  8673.  "Arbuckle  v.  Woolson  Spice  Co., 

••Belting  Co.  v.  Gibson,  68  O.  S.  21  C.  C.  356:  11  C.  D.  727. 
442;  Trustees  v.  Deposit  Co.,  76  0.          ""See  Washington  Gas  Light  Co. 

S.  267.  v.  Lansden,  172  U.  S.  534,  547;  Life 

'•Belting  Co.  v.  Gibson,  68  0.  S.  Ass.  Co.  v.   Statler,   17   C.  C.  n.  s. 

442.  50:    34  C.  D.  391;   aff'd  no  rep.  88 

"Minor  v.   Board  of  Control,  20  O.  S.  59. 
C.  C.  4:   11  C.  D.  16. 


55  ORGANIZATION  AND  MANAGEMENT.  §  36 

for   a   street   improvement,    making   the    corporate    property 
liable  for  an  assessment.84 

n.  Managing  director.  The  office  of  managing  director  is 
sometimes  provided  for  in  the  regulations.  A  director  ap- 
pointed to  this  office  usually  performs  the  duties  of  the 
general  manager,  but  he  is  given  larger  powers.  He  is  re- 
garded as  the  direct  representative  of  the  directors  and,  in 
the  active  management  of  the  business,  as  the  highest  execu- 
tive officer. 

§  36.  Certificates  of  stock,  a.  In  general.  A  holder  of 
stock  which  has  been  paid  in  full  is  entitled  to  a  certificate, 
signed  by  the  president  and  secretary  of  the  corporation, 
showing  the  number  of  shares  owned  by  him.1 

A  certificate  of  stock  is  not  the  stock  itself  but  merely 
evidence  of  its  ownership.2  A  person  may  be  a  stockholder 
without  a  certificate.  The  person  who  appears  on  the  books 
of  the  corporation  as  the  owner  of  stock  is  entitled  to  vote 
and  to  receive  dividends.  He  is  entitled  to  these  rights  al- 
though no  certificates  have  been  issued  by  the  corporation, 
or  although  his  certificates  have  been  lost.3  Certificates  of 
stock,  however,  are  valuable  as  evidence  of  title.  They  en- 
able the  stockholder  to  readily  dispose  of  his  stock,  or  to  use 
it  as  collateral  security.4 

A  stockholder  is  not  entitled  to  a  certificate  until  his 
stock  is  paid  in  full.6 

Where  stock  subscriptions  are  paid  by  instalments  it  is 
customary  to  issue  transferable  receipts  for  the  payments; 
the  receipts  being  exchanged  for  certificates  when  all  the 
instalments  are  paid. 

b.  Negotiability.  Certificates  of  stock  issued  after  July  1, 
1911,  are  negotiable,  under  the  Uniform  Stock  Transfer  Act.8 

Certificates  of  stock  issued  prior  to  July  1,  1911,  do  not 
possess  the  legal  essentials  of  negotiable  instruments,  but  as 
a  general  rule,  the  corporation  itself  and  former  owners  of 
the  stock  are  estopped  from  setting  up  claims  to  stock  evi- 
denced by  such  certificates  in  the  hands  of  an  innocent  pur- 
chaser for  value.7 

**  Minor  v.  Board  of  Control,  20  351 ;     National    Bank    v.    National 

C.  C.  4:   11  C.  D.  16.  Bank,  37  0.  S.  215. 

1 G.  C.  §  8672.  •  Cincinnati,  etc.,  Ry.  Co.  T.  Bank, 

'Bank  v.  Towle  Mfg.   Co.,  67  O.  1  C.  C.  208;   1  C.  D.  109,  207. 

S.  314.  «G.  C.  §§8673-1,  8673-5. 

*  Railroad  Co.  v.  Robbins,  35  O.  S.  T  Dueber,   etc.,   Co.   v.   Dougherty, 

502;   Franklin  Bank  v.  Commercial  62  O.  S.  589,  595;   Railway  Co.  T. 

Bank,  36  O.  S.  355;  Norton  v.  Nor-  Bank,  56  O.  S.  351;  Railroad  Co.  T. 

ton,  43  O.  S.  522.  Robbins,  35  0.  S.  483. 

4  Railway   Co.  v.   Bank,  56  O.  8. 


§36  OHIO  PRIVATE   CORPORATIONS.  56 

Liability  of  transferee.  Where  stock  represented  by  certifi- 
cates has  not  been  fully  paid,  a  purchaser  who  has  notice  of 
that  fact  may  be  liable  to  creditors  for  the  amount  unpaid. 
But  a  purchaser  for  value  without  notice  that  the  stock  is 
unpaid  is  not  liable.  The  statement  "full  paid  and  non- 
assessable," printed  on  a  stock  certificate,  is  a  representa- 
tion by  the  corporation  that  the  stock  has  been  fully  paid 
and  the  purchaser  need  not  inquire  further.8 

c.  Transfers.    When  stock  is  assigned  the  assignee  is  entitled 
to  have  the  stock  transferred  to  his  name  on  the  books  of  the 
corporation,  and  to  have  a  new  certificate  issued  to  him.9 

The  regulations  of  most  corporations  contain  provisions 
relating  to  the  transfers  of  stock  and  the  issue  of  new  cer- 
tificates. It  is  usually  provided  that  old  certificates  must 
be  surrendered  before  new  certificates  are  issued  in  their 
place.  In  such  a  case  where  a  corporation  issues  a  new  cer- 
tificate without  requiring  a  return  of  the  old  certificate  which 
is  subsequently  presented  by  an  innocent  purchaser,  the  cor- 
poration is  liable  and  must  replace  the  stock  or  account  for 
its  value  to  the  purchaser.10 

d.  Method  of  transfer.    A  form  of  assignment  is  customarily 
printed  on  the  back  of  each  stock  certificate.     In  practice 
a  stockholder  usually  transfers  his  stock  by  affixing  his  sig- 
nature to  the  blank  without  filling  in  the  name  of  the  as- 
signee or  of  the  attorney  to  make  the  transfer  on  the  books 
of  the  corporation.     Certificates  thus  assigned  in  blank  may 
be  transferred  by  delivery  only  until  the  name  of  an  assignee 
is  filled  in,  in  which  case  it  should  be  presented  for  transfer 
on  the  corporate  books.    The  name  of  the  secretary  is  usually 
filled  in  as  the  attorney  to  make  the  transfer  on  the  books. 
"When    surrendered    for    transfer    a    certificate    should    be 
marked  "cancelled"  by  the  secretary  and  pasted  on  the  stub 
from  which  it  was  detached.11 

Trust  companies  are  frequently  employed  by  large  cor- 
porations to  act  as  transfer  agents  or  registrars.  This  is  for  the 
purpose  of  guarding  against  an  overissue  of  stock  and  as  a 
guaranty  to  the  public  of  the  genuineness  and  regularity  of 
certificates. 

A  transfer  agent  usually  has  possession  of  the  stock  cer- 
tificate book,  cancels  surrendered  certificates,  fills  out  new 
certificates  and,  after  they  are  signed  by  the  president  and 

•  Roebling  Sons  Co.  v.  Shawnee,  **  Railroad  Co.  v.  Robbing,  35  O. 

etc.,  Co.,  4  N.  P.  n.  s.  113,  121;  17  S.  483;  Lee  v.  Citizens  N.  Bank,  2 

L.  D.  8  (affd  no  rep.  78  O.  S.  408).  C.  S.  R.  298. 

•Railroad  Co.  v.  Fink,  41  0.  S.  "Herrick  v.  Wardwell,  58  O.  8. 

321.  294. 


57  ORGANIZATION  AND  MANAGEMENT.  §  35 

secretary,  the  transfer  agent  endorses  or  otherwise  authen- 
ticates the  certificates. 

Doubt  has  been  expressed  as  to  whether  a  trust  company 
or  other  corporation  can  legally  be  appointed  a  transfer 
agent  of  an  Ohio  corporation  with  the  usual  powers  of  a 
transfer  agent.12 

A  registrar  keeps  a  record  or  register  of  all  stock  issued 
and  transferred,  and  countersigns  the  new  certificates  as 
issued. 

e.  Consequences  of  failure  to  transfer.     On  the  books  of  the 
corporation  stock  appears  in  the  name  of  the  original  stock- 
holder until  the   certificates   are   presented  for   transfer.     A 
purchaser  or  pledgee  of  stock  who  merely  holds  the  certifi- 
cates endorsed  in  blank,  and  does  not  present  them  for  trans- 
fer, is  not  entitled  to  vote  and  incurs  the  risk  that  the  divi- 
dends may  be  paid  to  the  transferrer.     Furthermore,  notices 
of  stockholders'  meetings  and  of  proposed  corporate  action 
on  important  matters,  such  as  a  sale  of  the  entire  corporate 
property,   or  a  consolidation,   are  sent  to  the  person   regis- 
tered  on  the  books  as  the   owner.     In  some  instances  pur- 
chasers  and    pledgees   of   stock   have   suffered   losses   which 
might  have  been  averted  by  a  prompt  transfer.18 

f.  Pledged  stock.     When  stock  is  used  as  collateral  security 
for  a  loan  or  credit,  the  certificates  are  usually  assigned  in 
blank  and  delivered  to  the  pledgee  together  with  a  "collat- 
eral note."     The  pledgee  is  entitled  to  have  the  stock  trans- 
ferred   to    his    name    on    the    corporate    books,14    the    word 
"pledgee"  usually  being  entered  on  the  stock  record  after 
his  name. 

If  the  stock  was  issued  by  a  foreign  corporation  and  is 
taxable  in  Ohio,  it  is  taxed  in  the  name  of  the  pledgor,  where 
it  has  not  been  transferred  to  the  pledgee  on  the  corporate 
books.15 

By  holding  the  endorsed  certificates,  without  a  transfer 
on  the  corporate  books,  the  pledgee  does  not  avoid  taxation 
on  the  note,  or  debt  due  him,  but  does  avoid  taxation  on  the 
stock. 

Before  the  double  liability  of  stockholders  was  abolished 
in  the  year  1903  there  were  good  reasons  why  a  pledgee 

"Burch  v.  Cincinnati  Trust  Co.,  "Railway  Co.  v.  Bank,  68  O.  S. 

12  N.  P.  n.  s.  87  (1911)  s.  c.  14  C.  599;  Dayton  N.  B.  v.  Merchants  N. 

C.  n.  s.  346.  B.,   37   O.   S.   215;    Railway   Co.  v. 

u  See  Stafford  v.  Banking  Co.,  61  Rawson,  16  W.  L.  B.  423. 

O.  S.  160;  Railway  Co.  v.  Bank,  68  "Ratterman  v.  Ingalls,  48  O.  8. 

O.  S.  582;  Railroad  Co.  v.  Robbins,  468,  491;  See  Taxation  of  stock  be- 

35  O.  S.   502;    Schnruck  v.   Grume,  low,  as  to  what  stock  is  taxable  in 

etc.,  Co.,  7  N.  P.  n.  s.  24:   19  L.  D.  Ohio. 
819   (afTd  78  0.  S.  409). 


§37  OHIO   FKiVATE   COKPOKAT1ONS.  53 

should  not  have  the  stock  transferred  to  his  name.  "Where 
the  stock  was  transferred  the  pledgee  became  the  stockholder 
and  became  subject  to  the  double  liability;  while  such  lia- 
bility was  avoided  by  merely  holding  the  assigned  certifi- 
cates without  a  transfer.16 

Since  the  abolishment  of  the  double  liability  (except  as  to 
bank  stockholders)  this  reason  no  longer  exists.  If  the 
pledgee  desires  to  collect  the  dividends,  to  vote  and  to  re- 
ceive notices  of  corporate  meetings  he  should  have  the  stock 
registered  in  his  name. 

g.  Lost  certificates  are  usually  provided  for  in  corporate  reg- 
ulations, new  certificates  being  issued  in  place  of  those  lost, 
the  corporation  taking  a  bond  of  indemnity  from  the  stock- 
holder as  security  against  loss  from  the  reappearance  of  the 
old  certificate  in  the  hands  of  an  innocent  purchaser.17 

The  loss  of  a  certificate  does  not  deprive  a  stockholder  of 
his  right  to  vote  and  receive  dividends,  but  without  a  cer- 
tificate it  is  difficult  for  him  to  dispose  of  his  stock. 

By  statute  it  is  provided  that  an  owner  of  a  lost  certifi- 
cate may,  by  a  proceeding  in  the  probate  court,  require  the 
corporation  to  issue  a  new  certificate,  upon  the  giving  of  a 
bond.18 

§37.  Taxation  of  stock,  a.  In  Ohio  corporations.  No 
person  is  required  to  list  for  taxation  shares  of  stock  in  any 
Ohio  corporation.1 

b.  In  -foreign  corporations.  As  a  general  rule,  shares  of 
stock  in  foreign  corporations  held  by  residents  of  Ohio  are 
taxable  in  Ohio  and  the  holders  of  such  stock  are  required 
to  list  the  same  for  taxation.2 

But  to  this  rule  there  is  an  important  exception.  Where 
all  the  property  of  a  foreign  corporation  is  taxed  in  the 
name  of  the  corporation  in  Ohio,  the  stock  of  such  corpora- 
tion is  exempt  from  taxation.3 

Stock  in  a  foreign  corporation  is  also  exempt  from 
taxation  where  its  holder  furnishes  satisfactory  proof  to  the 
taxing  authorities  that  at  least  two-thirds  of  the  property 
of  such  corporation  is  taxed  in  Ohio  and  the  remainder  in 

M  Henkle  v.  Salem  Mfg.  Co.,  39  0.  porations  was  exempt  from  taxation 

S.  547.  only  when  the  property  of  the  cor- 

"G.    C.    §8673-17;    See    Hof    v.  poration  was  taxed  in  its  name  in 

Western  German  Bank,  6  W.  L.  B.  Ohio;    Lander   v.   Burke,   65   O.    S. 

665   (697).  532    (1901). 

"G.  C.  §§8673-17,  8677  to  8681.  'G.  C.  §5372;  Bradley  v.  Bauder. 

1G.    C.    §§192,    5372;    Jones    v.  36  O.  S.  28;  Lea  v.  Sturges,  46  0. 

Davis,  35  O.  S.  474;   Prior  to  the  S.  153. 

amendment  of  R.  S.    148c  in   1904  *G.  C.  §§192,  5372;   Hubbard  v. 

(97  O.  L.  496)    stock  in  Ohio  cor-  Brush,  61  O.  S.  252. 


59  UKGAMXA'liO.N   AMJ  MANAGEMENT.  §  3^ 

other  states;  providing  the  corporation  pays,  as  an  annual 
franchise  tax,  the  same  percentage  on  its  entire  authorized 
capital  stock  that  is  required  of  a  domestic  corporation  on  its 
subscribed  or  issued  stock.* 

§38.  Increase  of  capital  stock.  When  the  original  capi- 
tal stock  is  fully  subscribed  for,  and  ten  percent  on  each 
share  paid  in,  a  corporation  may  increase  its  capital  stock 
or  the  number  of  shares  into  which  it  is  divided. 

a.  Before  organization,  the  increase  may  be  effected  by  the 
unanimous  written  consent  of  all  the  original  subscribers. 

b.  After  organization,  the   increase   is   affected  by  the   vote 
of  the  holders  of  a  majority  of  its  stock.1 

c.  Disposition  of  new  stock.    Each  stockholder  is  entitled  to 
subscribe  for  and  take  new  stock  in  proportion  to  his  hold- 
ings of  the  old  stock.    This  right  may  be  waived  by  a  stock- 
holder.    If  a  stockholder  fails  to  subscribe  within  a  reason- 
able time,  after  opportunity  is  afforded  him,  he  is  deemed  to 
have  waived  his  right  and  the  directors  may  dispose  of  the 
stock  to  others.2 

Where  capital  stock  is  increased,  there  is  no  requirement 
that  a  certificate  of  subscription  be  filed  with  the  secretary 
of  state.8 

Directors  and  stockholders  may,  however,  incur  a  per- 
sonal liability  by  acting  as  if  it  had  been  subscribed.  In  one 
case  where  an  increase  of  capital  stock  was  properly  au- 
thorized by  stockholders,  a  certificate  of  such  action  filed 
with  the  secretary  of  state,  and  a  bond  issue  put  forth  on  the 
faith  of  such  increased  stock  and  no  effort  was  made  to  sell 
the  new  stock,  it  was  held  that  an  intention  was  thereby 
shown  on  the  part  of  the  stockholders  to  take  new  stock  in 
proportion  to  their  original  holdings,  and  a  judgment  against 
the  stockholders  was  rendered  accordingly,.4 

When  the  original  capital  stock  is  subscribed  for  ten 
percent  of  the  subscriptions  are  payable  in  cash.  It  is 
doubtful  whether  the  same  requirement  applies  in  the  case 
of  an  increase  of  capital  stock.8 

Where  it  is  desired  to  incorporate  a  company  to  take 
over  property  of  considerable  value,  and  to  pay  in  the  least 
possible  cash  for  the  stock,  a  practice  sometimes  followed  is 
for  the  corporation  to  be  originally  organized  with  a  small 

«G.  C.  §  192.  »Rep.  Atty.  Gen.  1911-1912  p.  60. 

1 G.  C.  §  8698 ;  For  the  notice,  or  4  Kreisser  v.  Ashtcbula  Gas  Light 

waiver     of     notice    of     the     stock-  Co.,  2  O.  C.  n.  8.  697;  14  C.  D.  313. 

holders'  meeting,  and  the  certificate  'Rep.  Atty.  Gen.  1911-1912  p.  66; 

of  increase,  see  Forms.  Rep.  Atty.  Gen.   1906-1907  p.  52. 

'Hall  v.  Hall,  11  C.  C.  n.  s.  335: 
20  C.  D.  826    (aff'd  79  0.  S.  456). 


§40  OHIO  PRIVATE  CORPORATIONS.  60 

capital  stock,  ten  percent  of  which  is  paid  in  cash.  After 
organization  the  capital  stock  is  increased  to  the  desired 
amount,  and  the  new  stock  is  by  the  directors  exchanged 
for  the  property.  The  validity  of  this  practice,  however, 
has  not  been  recognized  by  judicial  decisions  in  Ohio. 

d.  Stock  dividend.     Where  a  surplus  of  corporate  assets,  in 
excess  of  all  debts  and  of  the  capital  stock,  has  been  earned, 
the  capital  stock  may  be  increased  to  the  amount  of  the  sur- 
plus, and  the  new  stock  distributed  among  the  stockholders 
in  the  form  of  a  stock  dividend. 

e.  Increase  by  preferred  stock.     Upon  the  written  assent  of 
three-fourths  in  number  of  the  stockholders,  representing  at 
least  three-fourths  of  the  capital  stock,  a  corporation  may  in 
crease  its  capital  stock  by  an  issue  of  preferred  stock.6 

§39.  Reduction  of  capital  stock.  "With  the  written  con- 
sent of  the  persons  in  whose  names  a  majority  of  the  stock 
stands  on  the  books  of  a  corporation,  the  directors  may 
reduce  the  amount  of  its  capital  stock  and  the  nominal 
value  of  all  the  shares.1 

The  statute  provides  that  the  rights  of  corporate  credi- 
tors can  not  be  affected  by  a  reduction  of  the  capital  stock. 
Where  the  subscriptions  to  the  original  capital  stock  have 
not  been  entirely  called  in,  or  assessed  to  the  full  amount, 
before  the  reduction  of  the  stock,  the  subscribers  will  remain 
liable  to  existing  creditors  in  the  original  amount. 

Where  corporate  assets  have  been  reduced  by  losses,  the 
capital  stock  is  sometimes  reduced  to  bring  it  to  the  level 
of  the  assets,  and  to  make  the  book  value  of  the  stock 
approximately  par. 

The  annual  franchise  (Willis  law)  tax  is  assessed  not  on 
corporate  assets  but  on  the  issued  and  outstanding  stock. 
By  a  reduction  of  the  capital  stock,  a  saving  is  effected  in 
such  tax.  The  credit  of  the  corporation  is  not  affected,  in 
many  instances,  by  the  reduction,  as  the  nominal  capital 
stock  is  not  often  relied  upon  in  extending  credit  to  a  cor- 
poration. 

§  40.  Organization  of  corporation  to  take  over  business 
of  partnership  or  another  corporation.1 

Corporations  are  frequently  organized  to  take  over  the 
ousiness  of  a  partnership  or  of  another  corporation.  Pay- 

•  G.  C.  §  8699.  *  The    consolidation    of    corpora- 

1  G.  C.  8700 ;  For  forms  of  written       tions,  authorized  by  special  statutes, 
consent   of   stockholders,    resolution       is  not  considered  in  this  paragraph, 
of  directors,   and  certificate  of   re- 
duction, see  Forms. 


61  ORGANIZATION  AND  MANAGEMENT.  §  40 

ment  for  the  property  and  business  transferred  is  usually 
made  in  the  form  of  stock  in  the  new  corporation.2 

One  of  the  important  things  to  be  provided  for  in  such 
cases  is  the  indebtedness  of  the  partnership  or  old  corpora- 
tion, if  any  indebtedness  exists.  Where  partnership  prop- 
erty is  transferred  to  a  new  corporation,  organized  to  con- 
tinue the  business,  payment  being  made  wholly  in  stock  of 
the  new  corporation,  the  new  corporation  may  be  liable  for 
the  debts  of  the  partnership.8 

This  rule  does  not,  of  course,  apply  where  the  new  cor- 
poration purchases  the  assets  for  cash,  unless  the  transaction 
is  a  fraudulent  one. 

Where  the  partnership,  or  old  corporation,  is  solvent  and 
the  change  is  made  to  obtain  the  advantages  of  the  corporate 
form  of  organization  or  for  other  good  reasons,  the  debts  may 
be  assumed  by  the  new  corporation  as  a  part  of  the  trans- 
action. 

Where  the  partnership  or  old  corporation  is  insolvent  or 
in  serious  financial  embarrassment,  there  are  grave  objec- 
tions to  assuming  its  debts  and  it  is  difficult,  if  not  impos- 
sible, to  acquire  its  assets  except  for  cash. 

In  case  of  insolvency  the  assets  may  be  purchased  for 
cash  from  the  trustee  in  bankruptcy  or  assignee  for  creditors. 
But  the  value  of  the  good  will  of  the  old  concern  will  be 
largely  destroyed  by  bankruptcy  or  an  assignment.  It  is 
often  possible  for  the  old  concern  to  effect  a  private  settle- 
ment or  composition  with  the  creditors,  without  the  financial 
difficulties  becoming  publicly  known  and  without  any  cessa- 
tion of  business. 

A  corporation  can  not  dispose  of  its  entire  property,  ex- 
cept by  the  action  of  three-fourths  of  its  directors,  ratified 
at  a  stockholders'  meeting  by  a  vote  of  the  holders  of  three- 
fourths  of  its  stock.4 

Where  the  property  of  a  corporation  is  taken  over,  the 
foregoing  proceedings  should  be  taken. 

Where  a  partnership  is  succeeded  by  a  corporation  the 
partnership  name  is  usually  adopted  by  the  corporation,  with 
such  changes  as  are  necessary  to  make  it  conform  to  the 
statutory  requirement  that  a  corporate  name  must  commence 
with  the  word  "The"  and  end  with  the  word  "Company."5 

*See   Gas   &   Fuel    Oo.    v.    Dairy  Bank  v.  Trebein,  59  O.  S.  316;  Cook 

Co.,  60  O.  S.  96,  105-106.  on  Corporations  §8672,  673. 

•Andres  v.  Morgan,  62  O.  8.  236;  4G.      .  §§8710  to  8718. 

Creditors  may  recover  a  judgment  •  For  right  to  adopt  partnership 

against  the  new  corporation  ib.    Or  name,  see  Snyder  Mfg.  Oo.  v.  Sny- 

they    may,    by    other    proceedings,  der,  54  O.  S.  86. 
reach     the     property     transferred. 


§41  OHIO  PRIVATE   CORPORATIONS.  62 

Many  matters  to  be  taken  into  consideration  in  incor- 
porating a  business  or  partnership  are  discussed  elsewhere.6 

§  41.  Foreign  corporations.  A  foreign  corporation  is  one 
that  has  been  organized  under  the  laws  of  another  state  or 
of  a  foreign  government.1 

A  State  has  power  to  wholly  exclude  foreign  corporations 
from  doing  business  within  its  borders,  or  it  may  admit 
them  under  any  reasonable  conditions  or  limitations.2  Cor- 
porations engaged  in  interstate  commerce,  however,  can  not 
be  excluded  or  restricted  by  a  state.3 

Foreign  corporations  are  permitted  to  do  business  in 
Ohio  upon  compliance  with  certain  conditions.  There  are 
two  laws  imposing  conditions  upon  foreign  corporations  en- 
tering the  State:  (a)  the  license  fee  law  and  (b)  the  fran- 
chise tax  law. 

a.  The   license  fee   law   applies   to   nearly   all   private   busi- 
ness corporations  and  requires  the  procurement  of  a  certifi- 
cate or  license  from  the  secretary  of  state.4 

In  order  to  procure  a  certificate  from  the  secretary  of 
state  a  corporation  is  required  to  file  a  sworn  copy  of  its 
charter  or  articles  of  incorporation,  and  a  statement  showing 
the  amount  of  its  authorized  capital  stock,  the  kind  of  busi- 
ness proposed  to  be  carried  on,  and  to  designate  a  principal 
office  or  place  of  business  and  a  person  upon  whom  process 
may  be  served,  and  to  pay  a  small  license  fee  based  on  its 
authorized  capital  stock.5 

b.  Initial  franchise  tax.     Corporations  which  own  or  use  a 
part  or  all  of  their  capital  or  plant  in  Ohio  must  procure 
the  certificate  already  mentioned  and  are  further  required  to 
pay  a  franchise  tax  of  one-tenth  of  one  percent  "upon  the 
proportion  of  the  authorized  capital  stock  of  the  corporation 
represented  by  property  owned  and  used  and  business  trans- 
acted in  Ohio."6 

c.  Method  of  computing  franchise  tax.     This  tax  is  based, 
not  upon  the  property  owned  and  used  and  business  transacted  in 
this  state,  but  upon  the  proportion  of  the  total  authorized  capital 
stock  represented  by  such  property  and  business.     The  proportion 
which  the  property  owned  and  used  and  business  transacted 
in  Ohio  bears  to  the  entire  property  and  business  of  the  cor- 
poration is  the  proportion  of  the  capital  stock  on  which  the 

•See   Amount    of   Capitalization;  88;    W.  U.  Tel.  Co.  v.   Mayer,  28 

Form  of  Capitalization;  and  Direct-  O.  S.  521. 

ors    (number,  power  to  issue  stock  'Toledo  Commercial   Co.   v.   Glen 

for  property).  Mfgr.    Co.,   55   O.  S.   221. 

'Cook  on  Corporations,  §7.  4G.  C.  §§178,  179,  180. 

1  Humphrey  v.  State,  70  O.  S.  87,  •  G.   C.   §'§  179,  180. 

8G.   C.   §§  183,  184. 


63  ORGANIZATION  AND  MANAGEMENT.  §  41 

tax  is  based.  Thus,  where  the  property  owned  and  used  and 
business  transacted  in  Ohio  is  $25,000,  the  entire  corporate 
property  and  business  $50,000,  and  the  authorized  capital 
stock  $100,000,  the  tax  is  based  on  one-half  of  its  authorized 
capital  stock,  or  $50,000,  the  Ohio  property  and  business 
being  one-half  of  the  total  property  and  business.  If  all  of 
its  property  and  business  were  in  Ohio  the  tax  would  be 
based  upon  its  total  authorized  capital  stock.7 

d.  What  corporations  are  subject  to  law.    A  foreign  corpora- 
tion organized  to  carry  on  professional  business  is  not  en- 
titled to  a  certificate  from  the  secretary  of  state  as  foreign 
corporations   are  permitted  to   enter  the   state  to   carry  on 
only  such  business  as  may  lawfully  be  carried  on  by  Ohio 
corporations.8 

The  franchise  tax  law9  does  not  apply  to  banking,  insur- 
ance, building  and  loan  or  bond  investment  corporations  or 
to  corporations  engaged  in  interstate  commerce.  A  foreign 
corporation  engaged  in  interstate  commerce  which  is  not 
subject  to  the  laws  gains  no  advantage  by  voluntary  com- 
pliance with  their  requirements.10 

A  foreign  corporation  engaged  in  interstate  commerce 
may  be  admitted  to  do  business  in  Ohio,  but  the  application 
for  admission  should  expressly  limit  its  life  in  Ohio  to 
twenty-five  years.11 

e.  Failure  to  comply  with  law — Consequences  of.     A  foreign 
corporation  can  not  maintain  an  action  upon  a  contract  made 
by  it  in  this  state  until  it  has  complied  with  the  statutory 
requirements.12 

A  contract  made  by  a  foreign  corporation,  before  com- 
plying with  the  statutory  requirements,  is  void  on  its  behalf 
but  is  enforceable  against  it.18 

The  property  of  a  foreign  corporation  "doing  business" 
in  Ohio  without  complying  with  the  statutory  requirements 
is  subject  to  attachment.14 

A  foreign  corporation  organized  to  deal  in  real  estate 
which  is  not  subject  to  the  law  does  not  become  exempt 
from  attachment  by  a  voluntary  compliance  with  the  re- 
quirements.16 

Certain  penalties  and  fines  are  provided  in  the  acts  for 

1 0pinion  of  Wade  H.  Ellis,  Atty.  •  G.  C.  §§  183,  184. 

Gen.,  5  O.  L.  R.  163;  Aetta  Iron  &  10Bigalow   v.    Armour,    74    0.    S. 

Steel  Co.  v.  Taylor,  13  C.  C.  602:  168. 

5  C.  D.  242,  s.  c.  3  N.  P.  152:    4  "5   Opin.    Attys.  Gen.   1002. 

Low.  D.  180;   4  Opins.  Attys.  Gen.  UG.  C.  §§178,  187. 

621-624    (1894);    Rep.    Atty.    Gen.  *  G.  C.  §  5508. 

1910-1911,  p.  600;  State  v.  Coal  Co.,  MG.   C.   §§11819,   10253,   186. 

17  N.  P.  n.  s.  60.  "Bigalow   v.    Armour,    74   O.    S. 

•State   v.    Laylin,   73   O.   S.    90;  168. 
See  6  Opin.  Attys.  Gen.  975  (1903). 


§42  OHIO  PRIVATE  CORPORATIONS.  64 

noncompliance  with  the  requirements,  but  in  this  respect  the 
acts  appear  to  be  wholly  unadjudicated.16 

f.  What  is  "doing  business"  in  the  State.    A  foreign  corpora- 
tion which  maintains  a  stock  of  goods  within  the  state,  from 
which  deliveries  are  made  of  goods  sold,  is  doing  business  in 
the  state.17 

But  a  foreign  corporation  is  not  doing  business  in  the 
state  where  it  maintains  no  stock  of  goods  in  the  state  and 
limits  its  business  to  shipping  goods  into  the  state,  upon 
orders,  and  it  need  not  register  as  a  foreign  corporation. 
This  is  true  whether  the  orders  are  obtained  through  travel- 
ing salesmen  or  correspondence,18  or  a  resident  broker,19  or 
whether  the  corporation  maintains  an  office  in  the  state  with 
a  resident  agent  in  charge,  for  the  purpose  of  soliciting  or- 
ders.20 

Nor  is  it  doing  business  in  a  state  to  consign  goods  to  a 
commission  merchant,  located  in  the  state,  where  the  com- 
mission merchant  conducts  all  the  business  in  the  state  and 
pays  all  expenses  of  receiving,  handling  and  storing  the 
goods.21 

A  single  and  isolated  transaction  is  not  doing  business 
in  the  state.22 

g.  Annual  franchise  tax.     A  foreign  corporation  is  required 
to  file  an  annual  report  with  the  secretary  of  state  and  to 
pay  an  annual  franchise  tax  of  "three-twentieths  of  one  per- 
cent upon  the  proportion  of  the  authorized  capital  stock  of 
the  corporation  represented  by  property  owned  and  used  and 
business   transacted   in   Ohio,   and  to   be   not   less   than   ten 
dollars  in  any  case."28 

§  42.  Syndicates.  A  syndicate  is  an  unincorporated  com- 
bination of  persons  united  for  the  purpose  of  an  enterprise 
too  large  for  successful  accomplishment  by  a  single  individ- 
ual.1 

Syndicates  are  frequently  formed  for  the  purpose  of  pro- 
moting or  financing  large  corporations,  or  of  holding  cor- 
porate stocks  and  bonds. 

MG.  C.  §§182,  186.  "Cooper    Mfg.    Co.    v.    Ferguson, 

"People  v.   Wainple,   131   N.  Y.  113  U.  S.  727. 

64;  29  N.  E.  1002;  Singer  Mfg.  Co.  "  G.    C.    §5503;    See  Opinion  by 

v.  Adams,  165  Fed.  877.  Wade  H.  Ellis,  Atty.  Gen.,  5  O.  L. 

M  Commercial  Co.  v.  Mfg.  Co.,  55  R.  163 ;  State  v.  Coal  Co.,  17  N.  P. 

O.  S.  217.  n.  s.  60. 

*•  McBath  v.  Jones  Cotton  Co.,  149  *  27  American  &  English  Ency.  of 

Fed.  383;  Doe  v.  Mfg.  Co.,  104  Fed.  Law   (2d  ed.)   562;  Anderson's  Dic- 

684.  tionary   of   Law;    Baltimore   Trust 

"  Textbook  Co.  v.  Pigg,  217  U.  S.  &  Guarantee  Co.  v.  Hambleton,  84 

91.  Md.  456;  40  L.  R.  A.  216. 

21  Butler  Bros.  Shoe  Co.  v.  U.  S. 
Rubber  Co.,  156  Fed.  1    (C.  C.  A.). 


65  ORGANIZATION  AND  MANAGEMENT.  §  43 

Before  an  enterprise  is  incorporated,  or  its  securities  are 
offered  to  the  public,  it  is  often  necessary  or  advantageous 
to  obtain  options  on  property,  or  to  purchase  property,  and 
sometimes  to  develop  and  improve  the  property  and  place 
the  enterprise  in  the  situation  of  a  going  concern.  For  such 
purposes  large  amounts  of  money  are  often  required.  Where 
a  syndicate  is  formed,  its  members  contribute  funds  with 
•which  the  property  is  acquired  or  developed.  The  property 
is  subsequently  turned  over  to  the  corporation  and  the 
stocks,  bonds  or  money  received  from  the  corporation  for  the 
property  are  distributed  among  the  members  of  the  syndicate 
in  proportion  to  the  amounts  contributed  by  each.2 

Where,  after  the  organization  of  a  corporation,  an  issue 
of  bonds,  or  of  preferred  stock  is  to  be  offered  to  the  public, 
it  is  often  desirable  that  there  be  some  assurance  or  guaranty 
to  the  corporation  that  all  of  the  securities  will  be  sold.  This 
is  sometimes  accomplished  through  an  "underwriting  syndi- 
cate," which  agrees  to  purchase  all  of  the  bonds  or  stock 
which  remain  unsold  at  the  end  of  a  certain  period. 

The  agreement,  A  syndicate  agreement  usually  recites  the 
purposes  of  syndicate  and,  where  the  syndicate  is  formed 
to  raise  funds,  binds  the  members  who  are  usually  termed 
"syndicate  subscribers,"  to  pay  in  the  amounts  set  opposite 
their  respective  names.  The  mutual  promises  of  the  parties 
to  the  agreement  constitute  the  consideration.  A  subscriber 
to  an  interest  in  a  syndicate  formed  to  purchase  the  property 
of  a  corporation  can  not  defend  against  a  note  given  for  his 
subscription  on  the  ground  that  the  property  was  fraudu- 
lently overvalued,  where  the  valuation  was  made  by  repre- 
sentatives of  the  syndicate  and  not  of  the  vendor  corpora- 
tion.3 

A  syndicate  agreement  usually  appoints  a  treasurer  to 
receive  and  disburse  the  funds,  and  one  or  more  "syndicate 
managers"  to  act  as  agents  or  attorneys  in  fact  for  the  syn- 
dicate and  to  take  active  charge  of  the  business. 

The  powers  of  the  syndicate  managers  are  usually  defined 
in  detail.  Extensive  discretionary  powers  are  sometimes 
conferred. 

Legal  status.  Judicial  decisions  as  to  the  legal  status  of 
syndicates  and  the  liabilities  of  syndicate  members  have  not 
been  entirely  harmonious.  This  is  perhaps  due  to  the  fact 
that  individuals  have  united  under  the  name  "syndicate" 
for  widely  different  purposes,  and  under  agreements  con- 
taining entirely  dissimilar  provisions.  Whether  the  members 

*  Knickerbocker      Trust      Ob.      v.  •  Tradesmen's  N.  B.  v.  Looney,  99 

Evans,   188  Fed.  549    (C.  C.   A.  Tenn.  278;   42  S.  W.  Rep.  149. 

1911). 


§42  OHIO  PRIVATE  CORPORATIONS.  66 

of  a  syndicate  are  liable  as  partners  has  been  variously  de- 
cided. In  a  number  of  cases  they  have  been  held  to  be  part- 
ners.4 

In  one  case  syndicate  members  were  said  to  be  "quasi 
partners"  with  the  syndicate  manager,  whose  relation  to  the 
members  was  "analogous  to  that  of  a  partner  to  his  copart- 
ner."5 

The  true  rule  probably  is  that  a  syndicate  is  not  neces- 
sarily a  partnership,  but  the  liability  of  its  members  for  the 
acts  of  the  syndicate  managers  or  agents  depends  upon 
whether  there  exists  "a  basis  of  fact  for  the  legal  implication 
of  agency."6 

4  Bank   v.    Wehrmann,    69    O.    S.  Nagel,    14  C.   C.  n.   s.   228    (1911) 

160;  202  U.  S.  295:  4  O.  L.  R.  344;  affirming  9  N.  P.  n.  s.  385. 

Wehrman  v  McFarlan,  6  N.  P.  333 ;  6  Runkle   v.    Burrage,    202    Mass. 

Homer  v.  Meyers,  29  W.  L.  B.  403;  98   (1909). 

Lape  v.  Parvin,  2  Disney  560;  Bal-  'Hornblower  v.   Crandall,   7  Mo. 

timore   Trust   &    Guarantee    Co.   v.  App.  220,  affirmed  78  Mo.  581 ;  Lane 

Hambleton,  84  Md.  456;    40  L.  R.  v.    Fenn,    120    N".    Y.  Suppl.     256 

A.  216,  230;   See  note  18  L.  R.  A.  (1909);    Merrill    v.    Milliken,    101 

n.    s.    1094;    See    also    Mooney    v.  Me.   56:    63  Atl.  Rep.  299    (1905). 


67 


FORMS. 


PART  II. 


FORMS. 


LIST   OF  FORMS. 


Articles    of   Incorporation. 

Form  No. 

1.  Of  corporation  for  profit. 

2.  Preferred    stock    clauses. 

3.  Provision          limiting         each 

stockholder   to   one   vote. 


Purpose  Clauses. 

Abstract  company. 

Advertising:  novelty  company. 

Agency   company. 

Air   cooling    company. 

Amusement    park    company. 

Architectural   company. 

Audit  company. 

Baking    company. 

Band    company. 

Bank  and   trust  company. 

Baseball  club  company. 

Building     and      loan     associa- 
tion. 

Building   company. 

Business    college. 

Butchering    company. 

Car    company. 

Clay  and  brick  company. 

Coal   company. 

Coal   company.  Another  form. 

Collateral    loan    company. 

Commercial   school. 

Common   carrier  company. 

Construction    company. 

Construction    company, 
other  form. 

Construction    company, 
other   form. 

Cooperage    company. 

Co-operative    store    company. 

Dairy   company. 

Directory   company. 

Dock     and     warehouse     com- 
pany. 

Driving  park  company. 

Drugstore   company. 

Drygoods    and    notions    com- 
pany. 

Electric      light      and       power 
company. 

Elevator    company. 

Embalming   fluid    company. 

Engineering      and      construc- 
tion  company. 

Express    company. 

Fence    company. 

Foundry   company. 

Fish    company. 

Freight    loading    company. 

Gas  and  electric  company. 


4. 

5. 

6. 

7. 

8. 

9. 
10. 
11. 
12. 
13. 
14. 
15. 

16. 
17. 
18. 
19. 
20. 
21. 
22. 
23. 
24. 
25. 
26. 
27. 

28. 

29. 
30. 
31. 
32. 
33. 

34. 
35. 
36. 

37. 

38. 
39. 
40. 

41. 
42. 
43. 
44. 
45. 
46. 


An- 
An- 


Form  No. 

47.  Natural  gas  company. 

48.  Artificial  gas  company. 

49.  General  store  company. 

50.  Glassware  company. 

61.     Green      house      and      nursery 

company. 
52.     Heating    company. 

63.  Hotel   and  restaurant. 

64.  House    furnishing    company. 

Insurance  companies. 

55.  Employers'     libility    acci- 

dent   and     health     corn- 
company. 

56.  Fidelity      and      guarantee 

company. 

57.  Fire    insurance     company. 

58.  Mutual     protective    insur- 

ance    association     (fire, 
etc.). 

69.  Life,   accident,  etc.,  insur- 
ance company. 

60.  Mutual  protective  associa- 

tion  (life  and  accident). 

61.  Live  stock  insurance  com- 

pany. 

62.  Live     stock     mutual     pro- 

tective association. 

63.  Credit       insurance       com- 

pany. 

64.  Interurban    and     street    rail- 

way   company. 

65.  Iron   company. 

66.  Light,    heat    and    power    com- 

pany. 

67.  Live    stock    company. 

68.  Lodge  building   company. 

69.  Lumber    company. 

70.  Mail   order  company. 

71.  Mail    tube    company. 

72.  Manufacturing    company. 

73.  Market    house    company. 

74.  Mausoleum    company. 

75.  Meat   market   company. 

76.  Men's    furnishing    company. 

77.  Mercantile    agency    company. 

78.  Mercantile    or     trading    com- 

pany. 

79.  Messenger    service    company. 

80.  Millinery    company. 

81.  Milling   company. 

82.  Mineral    springs    company. 

83.  Mining    company. 

84.  Motion    picture    company. 

85.  Motion        picture        company. 

Another   form. 

86.  Musical    instrument  company. 

87.  Ohio  river  bridge  company. 


OHIO  PRIVATE   CORPORATIONS. 


68 


Form 
88. 
89. 

90. 

91. 
92. 

93. 

94. 

95. 

96. 

97. 

98. 

99. 
100. 
101. 

102. 
103. 
104. 

105. 
106. 
107. 

108. 
109. 
110. 

111. 

112. 
113. 

114. 
115. 

116. 
117. 
118. 

119. 
120. 
121. 

122. 
123. 

124. 
125. 
126. 
127. 


No. 

Oil  and  gas   company. 

Oil  and  gas  company.  An- 
other form. 

Orchard  land  company. 

Pipe-line   company. 

Plumbing  and  heating  com- 
pany. 

Pottery   company. 

Printing  and  publishing  com- 
pany. 

Publishing   company. 

Railroad   company. 

Real  estate  company. 

Sales  agency   company. 

Sand  and  gravel  company. 

Sanatorium    company. 

Sanitorium  and  drug  com- 
pany. 

Scenic   railway    company. 

Securities    company. 

Securities  company.  Another 
form. 

Sewerage    company. 

Stock  yards   company. 

Taxicab  and  garage  com- 
pany. 

Telephone  company. 

Telephone    company.    (Local.) 

Telephone  company.  (Mu- 
tual.) 

Tennis   club   company. 

Theater  company. 

Title  guarantee  and  trust 
company. 

Towel    supply    company. 

Trade  secrets  and  patents 
company. 

Transfer  company. 

Undertaking  company. 

Union  interurban  depot  and 
terminal  company. 

Vessel   company. 

Warehouse   company. 

Waste  paper  and  junk  com- 
pany. 

Water      transportation      com- 


pany 

Water 

pany 


transportation     com- 
Another   form. 


Waterworks    company. 
Wine   or  liquor   company. 
Wrecking   company. 
Articles   of  union  depot  com- 
pany. 


Organization  proceedings. 

128.  Record  of  organization  pro- 
ceedings of  corporations 
for  profit. 

(1)   Proceedings    of     incorpo- 
rators. 

(a)  Order  for,  and  waiv- 
er of  notice  of,  open- 
Ing  of  books  of  sub- 
scription. 

(b)  Notice  of  opening  of 
books     of      subscrip- 
tion. 

(c)  Order     designating 
one     incorporator    to 
receive     payment    of 
instalment    of    sub- 
scriptions. 

(d)  Subscriptions   to  cap- 
ital   stock.       (Book.) 


Form  No. 

(e)  Separate        subscrip- 
tion for  stock. 

(f)  Certificate      of     sub- 
scription of  ten  per- 
cent. 

(g)  Order         for        first 
stockholders'       meet- 
ing. 

(2)  Proceedings       of       stock- 

holders. 

(a)  Notice  of  first  meet- 
ing   of    stockholders. 

(b)  Waiver   of   notice   of 
first       meeting        of 
stockholders. 

(c)  Minutes        of        first 
stockholders'       meet- 
ing. 

(d)  Regulations    of     cor- 
poration   for   profit. 

(e)  Regulations       of        a 
club. 

(f )  Assent    of     stock- 
holders    to     adoption 
of  regulations. 

(g)  Certificate     of      elec- 
tion   of    directors. 

(3)  Proceedings    of    directors. 

(a)  Minutes    of    first    di- 
rectors'   meeting. 

(b)  Oath  of  directors. 

(c)  By-laws    of    corpora- 
tion for  profit. 

(d)  Resolution  of  direct- 
ors   accepting    prop- 
erty  in   payment   for 
stock. 


Miscellaneous   proceeding's. 

129.  Amendments      to    articles     of 

incorporation;        proceedings 
for. 

(a)  Waiver  of  notice  of  stock- 

holders'   meeting. 

(b)  Notice     of     stockholders' 

meeting. 

(c)  Minutes    of    stockholders' 

meeting. 

(d)  Resolution      for     amend- 

ment  of   articles    of   in- 
corporation. 

(e)  Waiver      of      notice      of 

amendment. 

(f)  Notice  of  amendment. 

(g)  Certificate  of  amendment. 

130.  Increase      of      capital      stock; 

proceedings   for. 

(1)  Before   organization. 

(a)  Consent       o  f       sub- 
scribers. 

(b)  Certificate       of       in- 
crease. 

(2)  After  organization. 

(a)  Waiver     and     agree- 
ment  for   purpose   of 
increasing          capital 
stock. 

(b)  Notice       o  f       stock- 
holders'   meeting. 

(c)  Resolution      for      in- 
crease. 

(d)  Certificate      o  f      in- 
crease. 

Increase      b  y      preferred 
stock. 


69 


FORMS. 


Form  No. 

(e)  Written      assent      of 
stockholders. 

(f )  Resolution     for     in- 
crease. 

(g)  Certificate      o  f      in- 
crease   (preferred). 

Waiver  by  stockholders 
of  right  to  take  in- 
creased stock. 

131.  Reduction     of    capital     stock. 

proceedings   for. 

(a)  Consent    of    stockholders. 

(b)  Resolution    of    directors. 

(c)  Certificate  of  reduction. 

132.  Sale  of   entire   assets   of  cor- 

poration;  proceedings  for. 

(a)  Minutes       o  f      directors' 

meeting:. 

(b)  Notice     of     stockholders' 

meeting. 

(c)  Waiver  of  notice  of  stock- 

holders'  meeting. 

(d)  Minutes    of    stockholders' 

meeting. 

133.  Dissolution. 

(a)  Call      for      stockholders' 

meeting. 

(b)  Notice     of     stockholders' 

meeting. 

(c)  Certificate    of    dissolution 

of  corporation  for  profit 
where       instalments       of 
Its    capital    stock    have 
been    paid. 

(d)  Certificate    of    dissolution 

of  corporation  for  profit 
where      no      instalments 
of  its  capital  stock  have 
been    paid. 

(e)  Certificate     of     voluntary 

dissolution    of    corpora- 
tion not  for  profit. 

Foreign   Corporations. 

134.  Statement  by  foreign  corpora- 

tion   (G.    C.    178-182). 

135.  Statement  by  foreign  corpora- 

tion   (G.    C.    183-192). 

136.  Certificate    of    a    foreign    cor- 

poration retiring  from  busi- 
ness in  Ohio. 

137.  Statement  of  increase  of  pro- 

portion     of      capital      stock 
(G.   C.   185). 


Corporations    not   for   profit. 

138.  Articles       of       incorporation, 

corporation  not  for  pront. 

Purpose  Clauses. 

139.  Associated    charities. 

140.  Association    for   apprehending 

horse    thieves. 

141.  Athletic   club. 

142.  Athletic   club.     Another  form. 

143.  Builders'  exchange. 

144.  Canoe    club. 

145.  Cemetery  association. 

146.  Chamber  of  commerce. 

147.  Charitable   trust.    Corporation 

to    administer. 

148.  Ohautauqua  assembly. 

149.  Church    or    religious    society. 


Form  No. 

150.     Club    house    corporation. 

161.  •  College. 

152.  Consumers'    league.       (Ruling 

organization.) 

153.  Deaconess    home. 

154.  Family   association. 

165.     Farmers'  institute  society. 

156.  Farm    laborers'    association. 

157.  Free    loan    association. 

168.     Home    for   indigent   and   aged 
women. 

159.  Hospital. 

160.  Improvement  association. 

161.  Law   and   order  league. 

162.  Merchants'    exchange.      (Leaf 

tobacco.) 

163.  Musical    club. 

164.  Musical   club.     Another  form. 

165.  Mutual   benefit  association  of 

employees. 

166.  Benevolent    mutual    aid    asso- 

ciation. 

167.  Political    club. 

168.  Public  library. 

169.  Retail  merchants'  association. 

170.  Salvage. 

171.  Social   and  improvement  club. 

172.  Social   settlement  association. 

173.  Yacht    club. 

174.  Young  Men's  Christian  Asso- 

ciation. 

175.  Agricultural  society.    Articles 

of  incorporation. 

176.  Township     agricultural     soci- 

ety.    Articles    of    incorpora- 
tion. 

177.  Charitable    trust    Articles    of 

corporation  to  administer. 

178.  Endowment  fund   corporation. 

Articles    of    incorporation. 

179.  Fraternal        benefit       society. 

Articles. 

180.  Society      for      prevention     of 

cruelty  to  animals.  Articles. 


Organization  Proceedings. 

181.     Organization     record    of    cor- 
porations  not  for   profit. 

(a)  Record    book    and    signa- 

tures  of  members. 

(b)  Minutes     of     meeting     of 

incorporators     for    elec- 
tion  of  first   trustees. 

(c)  Oath    of   trustees. 

(d)  Regulations. 

(e)  Written  assent  to  regula- 

tions. 


Miscellaneous  forms  relating  to  or- 
ganization  and   management. 

182.  Resolution     of    directors     for 

call  or  assessment  on  stock 
subscriptions. 

183.  Notice   of   call   on   stock  sub- 

scriptions. 

184.  Notice    of    sale    of    stock    for 

nonpayment   of   call. 

185.  Receipt    for    Instalment    pay- 

ment  on   stock. 

186.  Transferable    receipt    for    in- 

stalment payment  on  stock. 

187.  Certificate    of    common    stock. 

188.  Certificate  of  preferred  stock. 


OHIO  PRIVATE   CORPORATIONS. 


70 


Form  No. 

189.  Special   clauses    for  preferred 

stock   certificates. 

190.  Certificate   of  stock  reserving 

lien  to  secure  indebtedness 
to  corporation. 

191.  Corporation    calendar. 

192.  Stock   transfer   book. 

193.  Stock  ledger. 

194.  Proxy,   one   specified   meeting. 

195.  Proxy,   all  meetings  within  a 

specified   time. 

196.  Proxy,   general. 

197.  Revocation  of  proxy. 

Annual  meetings  of  stockholders. 

198.  Notice  of  annual  meeting. 

199.  Minutes    of   annual    meeting. 

200.  Ballot. 

201.  Inspector's  certificate  of  elec- 

tion. 

Special  meeting's  of  stockholders. 

202.  Waiver   of   call   and   notice. 

203.  Call,    by    stockholders. 

204.  Call,   by  resolution  of  direct- 

ors. 

205.  Notice    of    special    meeting. 

206.  Minutes     of    special     meeting 

(including  resolutions  (a) 
for  increase  in  number  of 
directors  and  (b)  for  com- 
mittee to  inspect  books). 

Amendment  of  regulations. 

207.  Assent  of  stockholders  to. 

208.  Resolution      of     stockholders 

for. 

Directors'  meetings. 

209.  Notice   of   regular    meeting. 

210.  Call    for    special    meeting. 

211.  Notice  of  special  meeting. 

212.  Waiver    of    notice    of    special 

meeting. 

213.  Minutes    of    directors'    meet- 

ing, including  (a)  motion 
authorizing  compromise  of 
claim  and  (b)  resolution  de- 
claring dividend. 

214.  Certificate    to     transcript    of 

minutes. 

215.  Certificate     by     secretary     to 

resolution. 

216.  Resolution       filling       vacancy 

caused    by    disqualification. 

217.  Resignation     of     director     or 

officer. 

218.  Resolution  accepting  donation 

of  treasury  stock. 

219.  Donation    of    stock    to    treas- 

ury. 

220.  Resolution        ratifying:       un- 

authorized act  of  officer. 

221.  Resolution      declaring     stock 

dividend. 

Miscellaneous. 

222.  Dividend     order. 

223.  Permanent    dividend    order. 


Form  No. 

224.  Railroad   consolidation   agree- 

ment. 

225.  Railroad   consolidation   agree- 

ment,   another    form. 

226.  Lease  of  railroad. 

227.  Release,    by    property    owner, 

to  railroad  company  of 
damages  for  occupation  of 
street. 

228.  Deed    of    land    to    interurDan 

traction  company  for  rail- 
road purposes. 

229.  Deed  of  right  of  way  to  rail- 

road   company. 

230.  Consolidation       of       religious 

societies. 

231.  Agreement    to    subscribe    for 

stock  in  corporation  not  yet 
organized. 

232.  Stock    pooling    agreement. 

233.  Voting    trust    agreement. 

234.  Consent     to     use     of     similar 

name    by    new    corporation. 

235.  Deed      of     corporation,     with 

certificate  of  acknowledg- 
ment. 

236.  Bill  of  sale  by  corporation  of 

assets,  with  agreement  of 
officers  not  to  reengage  in 
business. 

237.  Option       o  n       manufacturing 

plant. 

238.  Option,     by     corporation,     on 

manufacturing    plant. 

239.  Option    to    purchase    stock    in 

corporation. 

240.  Option    to    purchase    stock   at 

"book  value";  certificates  to 
be  deposited. 

241.  Option    contract    to    purchase 

stock  if  vendee  desire  to  re- 
sell. 

242.  Put. 

243.  Call. 

244.  Bond    to    corporation    issuing 

new  certificate  of  stock  in 
lieu  of  lost  or  destroyed 
certificate. 

245.  Bond  of  treasurer  of  corpora- 

tion. 

246.  Collateral   note. 

247.  Collateral  note,  another  form. 

248.  Syndicate  agreement. 

249.  Underwriting    agreement. 

250.  Underwriting    agreement,    an- 

other form. 

251.  Power  of  attorney  to  manag- 

ing  agent. 

Bond   Issues. 

252.  Resolution         o  f         directors 

authorizing. 

253.  Resolution      of      stockholders 

ratifying 

254.  Written      assent      of      stock- 

holders to  convertible  bonds. 

255.  Deed    of    trust,    or    corporate 

mortgage,  securing  bonds. 

256.  Bond    pooling   agreement. 

257.  Bondholders'    agreement,    cor- 

poration in  default  for  in- 
terest. 


71  FORMS.  Form  1 

ARTICLES  OF  INCORPORATION. 

NOTE. — The  following  forms  are  prepared  for  use  under  the  general 
corporation  law  for  manufacturing  and  business  corporations.  (G.  C. 
§§8623  to  8743.)  The  special  statutory  provisions  relating  to  the  in- 
corporation of  banks,  insurance,  building  and  loan,  and  public  utility  cor- 
porations should  be  carefully  followed;  but  the  forms  and  procedure  are 
generally  similar  to  those  here  given. 

No.  1. 
Corporation  for  Profit. 

(G.  C.    §  8625.) 

These  Articles  of  Incorporation 

of 
The    Company 

Witnesseth,  that  we,  the  undersigned,  all  (or  a  majority)  of 
whom  are  citizens  of  the  State  of  Ohio,  desiring  to  form  a  cor- 
poration, for  profit,  under  the  general  corporation  laws  of  said 
State,  do  hereby  certify: 

FIRST.  The  name  of  said  corporation  shall  be  The 

Company. 

SECOND.  Said  corporation  is  to  be  located  at  

in  county,  Ohio,  and  its  principal  business 

there  transacted. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 

(for  statements  of  purposes  of  various  corporations, 

see  purpose  clauses,  form  No.  4  et  seq.}. 

FOURTH.  The  capital  stock  of  said  corporation  shall  be  ... 

dollars  ($ ),  divided  into  ( ) 

shares  of  dollars  ($ )  each. 

(//  preferred  stock  is  to  le  issued  omit  the  foregoing  "Fourth" 
and  use  such  parts  of  Form  No.  2,  as  may  be  desired.) 

In  witness  whereof,  we  have  hereunto  set  our  hands  this 
day  of ,  A.  D.  19 


The  State  of  Ohio,  County  of ,  ss. 

Personally   appeared   before   me,   the   undersigned,   a   Notary 

Public,  in  and  for  said  county,  this day  of , 

A.   D.   19 . . ,  the   above   named    ,    ,    , 

,  and  ,  who  each  severally  acknowl- 
edged the  signing  of  the  foregoing  articles  of  incorporation  to  be 
his  free  act  and  deed,  for  the  uses  and  purposes  therein  men- 
tioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last 
aforesaid. 

...., 

Notary  Public. 


Form  2  OHIO  PRIVATE  CORPORATIONS.  72 

The  State  of  Ohio,  County  of ,  ss. 

I, ,  Clerk  of  the  Court  of  Common  Pleas,  within 

and  for  the  county  aforesaid,  do  hereby  certify  that , 

whose  name  is  subscribed  to  the  foregoing  acknowledgment  as  a 
Notary  Public,  was  at  the  date  thereof  a  Notary  Public,  in  and 
for  said  county,  duly  commissioned  and  qualified,  and  authorized 
as  such  to  take  said  acknowledgment;  and  further,  that  I  am  well 
acquainted  with  his  handwriting,  and  believe  that  the  signature 
to  said  acknowledgment  is  genuine. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed 

the  seal  of  said  court,  at ,  this day  of , 

A.  D.  19.. 


Clerk. 
No.  2. 
Preferred  Stock  Clauses. 

NOTE. — If  preferred  stock  is  to  be  issued  omit  the  "Fourth"  para- 
graph of  the  foregoing  form  and  use  such  of  the  following  provisions 
as  may  be  desired. 

FOUETH.    The  capital  stock  of  said  corporation,  common  and 

preferred,  shall  be    dollars    ($ ) , 

consisting  of ( )  shares  of  common 

stock  of  the  par  value  of dollars  ($ ) 

each  and    ( )   shares  of  preferred 

stock  of  the  par  value  of dollars  ($ ) 

each.     The  holders  of  the  preferred  stock  shall  be  entitled  to  a 

dividend  of percent  per  annum,  payable  (quarterly, 

semiannually  or  annually)  out  of  the  surplus  profits  of  the  com- 
pany for  each  year  in  preference  to  all  other  stockholders,  and 
such  dividends  shall  be  cumulative  (or  noncumulative) . 

PREFERRED    STOCK   NOT    TO    PARTICIPATE    IN    EXCESS    PROFITS. 

The  holders  of  preferred  stock  shall  not  be  entitled  to  any 
dividends  in  excess  of  percent  per  annum  and  the  ar- 
rears thereof. 

NOTE. — If  the  following  paragraph  is  used,  omit  the  foregoing  para- 
graph. 

PREFERRED   STOCK  TO   PARTICIPATE  IN  EXCESS  DIVIDENDS. 

When  dividends  of  percent  have  been  paid  for  any 

year  on  the  entire  preferred  and  common  capital  stock,  issued 
and  outstanding,  further  dividends  for  that  year  shall  be  paid 
on  all  stock  without  distinction. 

PREFERRED  STOCK  NOT  ENTITLED  TO  VOTE. 

The  holders  of  preferred  stock  shall  not  be  entitled  to  vote 
thereon  at  meetings  of  the  stockholders  of  said  corporation. 


73  FORMS.  Form  5 

PREFERRED  STOCK  TO  BE  VOTED.  UPON  DEFAULT  OF  DIVIDENDS. 

The  holders  of  preferred  stock  shall  not  be  entitled  to  vote 
thereon  at  meetings  of  the  stockholders  of  said  corporation  so 
long  as  dividends  at  the  rate  above  specified  are  paid;  but  in  case 
of  default  in  the  payment  of  such  dividends,  then  and  there- 
after the  holders  of  preferred  stock  may  vote  thereon  at  any  and 
all  stockholders'  meetings. 

PROVISION   FOR   REDEMPTION. 

Such  preferred  stock  may  be  redeemed  at  the  option  of  the 

corporation  on  the   day  of   ,  19 . . . . ,  or  on 

the    day  of    of  any  year  thereafter,  upon 

payment  of dollars  ($ )  per  share  and  all  accumu- 
lated dividends. 

OPTION   TO    CONVERT    PREFERRED    INTO    COMMON    STOCK. 

The  holder  of  any  number  of  shares  of  preferred  stock  may, 
at  his  election,  on  surrender  of  his  certificates  thereof,  convert 
the  same  into  an  equal  number  of  shares  of  common  stock. 

No.  3. 

Provision  in  Articles  of  Incorporation  Limiting  Each  Stock- 
holder to  One  Vote  Irrespective  of  Stock  Owned. 

(G.  C.  §8638.) 

NOTE. — The  following  may  be  added  to  the  "Fourth"  paragraph  of 
the  form  No.  1,  above. 

Provided,  that  each  stockholder,  irrespective  of  the  amount 
of  stock  he  may  own,  shall  be  entitled  to  one  vote,  and  no  more, 
at  any  election  of  directors,  or  upon  any  subject  submitted  at 
a  stockholders'  meeting. 

PURPOSE  CLAUSES.  CORPORATIONS  FOR  PROFIT. 

No.  4. 
Abstract  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  and  furnishing  abstracts  and  certificates  of  title  to  real 
property  and  to  do  a  general  searching  of  records. 

No.  5. 
Advertising   Novelty   Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  improving,  buying,  selling  and  dealing  inf  at 


Form  10  OHIO  PRIVATE  CORPORATIONS.  74. 

wholesale  and  retail,  calendars,  signs  and  all  kinds  of  adver- 
tising novelties,  articles  and  devices,  and  the  doing  of  all  things 
necessary  or  incident  thereto. 

No.  6. 
Agency  Company. 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
acting  as  an  Agency  for  general  insurance,  bonding,  negotiating 
loans  and  transfers  of  real  estate,  and  doing  all  things  incident 
thereto. 

No.  7. 

Air-Cooling  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
ventilating,  purifying  and  regulating  the  humidity  of  air  and 
of  manufacturing  and  dealing  in  all  kinds  of  apparatus,  devices 
and  inventions  designed  for  said  purposes. 

No.  8. 
Amusement  Park  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
furnishing  to  the  public  facilities  for  holding  musical,  theatrical 
and  other  entertainments,  providing  social  entertainments  and 
other  means  of  recreation  and  amusement;  to  acquire,  lease,  own 
and  maintain  such  real  estate,  buildings  and  personal  property 
as  may  be  necessary  or  proper  for  the  objects  and  purposes  afore- 
said, and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  9. 

Architectural  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  plans,  specifications  and  drawings,  making  estimates, 
superintending  work,  designing  and  building  all  kinds  of  struc- 
tures and  of  carrying  on  and  conducting  a  general  architectural 
business. 

No.  10. 

Audit  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
auditing  accounts  and  books,  and  appraising  and  valuing  the 
assets  of  individuals,  firms  and  corporations,  both  public  and 
private,  and  the  doing  of  all  things  necessary  or  incident  thereto. 


75  FORMS— PURPOSE  CLAUSES.  Form  15 

No.  11. 
Baking  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  buying,  selling  and  dealing  in  bread,  crackers, 
cakes,  biscuits,  candies,  confectionery  and  kindred  products  and 
all  materials  for  the  same,  and  doing  all  things  necessary  or  inci- 
dent thereto. 

No.  12. 

Band  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
furnishing  band  and  orchestra  music  and  generally  to  do  and 
carry  out  all  things  incident  to  band  and  orchestra  organizations, 
including  the  purchase  of  all  necessary  music  and  instruments, 
uniforms  and  other  necessary  paraphernalia. 

No.  13. 
Bank  and  Trust  Company. 

(G.  C.  §9703.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
conducting  a  commercial  bank,  savings  bank,  safe  deposit  com- 
pany and  trust  company;  exercising  all  of  the  powers  which  may 
be  exercised  by  a  corporation  engaged  in  such  business,  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

NOTE. — The  above  form  combines  all  the  four  classes  of  business 
authorized  by  G.  C.  §§  9702  and  9703.  Omit  such  classes  of  business  as 
it  is  not  desired  to  engage  in,  if  any. 

Minimum  capital  stock  see  G.  C.  §  9704. 

No.  14. 

Baseball  Club  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
acquiring,  owning,  leasing,  equipping,  improving  and  maintain- 
ing suitable  grounds  for  a  baseball  park,  the  exhibition  of  base- 
ball games  and  the  giving  of  other  exhibitions  therein,  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

No.  15. 
Building  and  Loan  Association. 

(G.  C.  §9643  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
raising  money  to  be  loaned  to  its  members,  and  others,  and 


Form  19  OHIO  PRIVATE  CORPORATIONS.  76 

generally  the  doing  of  all  things  and  the  transaction  of  all  busi- 
ness authorized  by  the  laws  of  Ohio  to  be  done  and  transacted 
by  building  and  loan  associations. 


No.  16. 
Building  Company. 

(G.  C.  §10210.) 

THIKD.  Said  corporation  is  formed  for  the  purpose  of 
constructing  and  maintaining  buildings  to  be  used  for  hotels, 
storerooms,  offices,  warehouses  and  factories,  and  to  acquire  by 
purchase  or  lease  and  to  hold,  use,  mortgage  and  lease  all  such 
real  estate  and  personal  property  as  may  be  necessary  for  such 
purpose,  and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  17. 
Business  College. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
conducting  a  general  business  college,  including  instruction  in 
bookkeeping,  banking,  penmanship,  office  practice,  shorthand  and 
typewriting,  and  all  branches  of  study  pertaining  to  a  thorough 
business  education,  and  the  doing  of  all  things  necessary  or 
incident  thereto. 

No.  18. 
Butchering  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  a  general  wholesale  and  retail  butcher,  provision 
and  food  product  business,  manufacturing  of  meat  foods  and  a 
general  butcher  business  in  all  its  branches. 

No.  19. 

Car  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
owning,  leasing,  operating  and  furnishing  cars  for  the  trans- 
portation of  freight  on  and  over  railroad  lines,  within  or  with- 
out the  state  of  Ohio,  or  partly  within  and  partly  without  said 
state,  and  the  transaction  of  such  other  business  as  is  incident 
thereto. 


77  FORMS— PURPOSE  CLAUSES.  Form  24 

No.  20. 
Clay  and  Brick  Company. 

(See  G.  C.  §  10137.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
leasing,  buying,  owning,  holding  and  operating  clay,  shale,  lime- 
stone, coal  and  mineral  properties;  mining,  selling  and  dealing 
in  clay,  shale,  limestone,  coal  and  other  minerals,  the  manufac- 
turing therefrom  of  brick,  cement  and  other  products,  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

No.  21. 
Coal  Company. 

(See  G.  C.  §  10137.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
leasing,  buying,  owning,  holding  and  operating  coal  mines  and 
coal  properties  in  Ohio  and  other  states,  manufacturing  coke, 
buying,  selling  and  dealing  in  coal  and  coke  and  the  products 
thereof,  and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  22. 
Coal  Company,  Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
mining  coal  and  dealing  in  coal,  coke  and  kindred  products,  by 
wholesale  and  retail,  and  the  transaction  of  all  business  inci- 
dental thereto  and  connected  therewith;  with  power  and  authority 
to  purchase,  sell  or  lease  mineral  lands  and  to  purchase,  own, 
lease  or  control  suitable  real  estate  for  the  transaction  of  its 
business. 

No.  23. 

Collateral  Loan  Company. 

(G.  C.  §9857  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
malcing  loans  on  pledges  of  goods  and  chattels,  and  upon  mort- 
gages thereof,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  24. 

Commercial  School. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  the  ordinary  work  of  a  business  or  commercial 


Form  28  OHIO  PRIVATE  CORPORATIONS.  73 

school,  and  of  acquiring  and  holding  the  property,  whether  real 
or  personal,  necessary  to  carry  on  such  work. 

No.  25. 
Common  Carrier  Company. 

(G.  C.  §  10170.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  and  performing  contracts  for  the  carriage  of  persons 
and  the  storage,  forwarding,  carriage  and  delivery  of  property, 
and  doing  all  things  incident  thereto  and  necessary  for  the  con- 
venient dispatch  of  its  business,  and  authorized  by  law. 

No.  26. 
Construction  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  the  general  work  of  a  construction  company,  such 
as  grading,  laying  track,  ballasting,  building  bridges,  and  doing 
any  and  all  work  necessary  in  making  and  preparing  roadbeds 
for  steam,  electric  and  other  railroads,  and  all  contract  work 
relating  thereto;  also  construction  and  contract  work  of  every 
kind  for  cities  and  towns;  also  the  construction  and  erection  of 
buildings,  and  in  general,  doing  construction  and  contract  work 
of  every  kind. 

No.  27. 

Construction  Company.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  a  general  contracting,  construction  and  building 
business  with  and  for  individuals,  firms,  private  and  public  cor- 
porations and  public  authorities  and  bodies,  and  for  that  purpose 
to  manufacture,  buy,  sell  and  deal  in  materials  and  furnish 
labor,  and  generally  to  do  all  things  necessary  or  incident 
thereto. 

No.  28. 

Construction  Company.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  contracting  and  construction  business,  building, 
constructing,  manufacturing,  installing,  operating  and  repairing 
power  plants,  bridges,  dams,  sewers,  buildings,  machinery  and 
structures  of  all  kinds;  buying,  selling  and  dealing  in  the  mate- 
rials therefor  and  the  doing  of  all  things  necessary  or  incident 
thereto. 


79  FORMS— PURPOSE  CLAUSES.  Form  33 

No.  29. 
Cooperage  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  buying,  selling  and  dealing  in  barrels,  boxes  and 
all  kinds  of  cooperage  stock  and  all  things  incident  thereto. 

No.  30. 
Co-operative  Store  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
conducting  a  general  store,  buying,  selling  and  dealing  in  gro- 
ceries, provisions,  dry  goods,  clothing  and  general  merchandise; 
distributing  merchandise  to  its  stockholders  at  prices  not  greater 
than  the  cost  thereof,  with  expense  of  distribution,  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

No.  31. 
Dairy  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  buying,  selling  and  dealing  in  butter,  cheese, 
cream  and  all  other  dairy  products,  and  the  doing  of  all  things 
necessary  or  incident  thereto. 

No.  32. 

Directory  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
printing  and  publishing  city,  county  and  state  directories  and 
of  doing  a  general  printing  and  publishing  business. 

No.  33. 
Dock  and  Warehouse  Company. 

(See  G.  C.  §10207.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
establishing,  constructing,  acquiring,  owning,  leasing  and  operat- 
ing docks,  wharves  and  warehouses  in  the  city  of  

and  elsewhere  in  and  adjacent  to  Lake  Erie,  and  of  receiving, 
shipping  and  forwarding  merchandise  and  property  of  all  kinds, 
issuing  warehouse  receipts  therefor  and  the  doing  of  all  things 
necessary  or  incident  thereto. 


Form  37  OHIO  PRIVATE  CORPORATIONS.  80 

No.  34. 
Driving  Park  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
erecting  and  maintaining  a  park  and  grounds,  containing  drive 
and  speedways  for  the  purpose  of  recreation  and  amusement  and 
holding  meets  therein  with  horses  and  vehicles. 

No.  35. 
Drug  Store  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  a  wholesale  and  retail  drug,  cigar  and  tobacco  busi- 
ness, buying  and  selling  drugs,  druggists'  sundries,  cigars  and 
tobacco,  and  also  for  the  purpose  of  manufacturing,  compounding 
and  selling  pharmaceutical  preparations. 

No.  36. 
Dry  Goods  and  Notions  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying,  selling  and  dealing  in  dry  goods,  notions,  furnishing 
goods  and  general  merchandise  in  all  their  varieties  at  whole- 
sale and  retail,  also  acquiring  by  purchase  or  lease  such  prop- 
erty, both  real  and  personal,  as  may  be  deemed  necessary  or 
convenient  for  the  aforesaid  purposes;  also  doing  all  such  other 
things  and  business  as  may  be  necessary,  convenient  or  incident 
to  the  main  purpose  of  such  corporation. 

No.  37. 

Electric  Light  and  Power  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing  or  otherwise  acquiring,  transmitting,  distributing, 
selling  and  supplying  electricity  to  public  or  private  consumers, 
for  light,  heat  and  power  purposes;  constructing,  maintaining 
and  operating  all  necessary  plants,  poles,  wires,  conduits  and 
structures  for  the  transmission  and  distribution  of  electricity  in 
the  counties  of  in  the  municipalities  and  town- 
ships of  said  counties,  and  for  lighting  the  streets  and  public 
and  private  buildings  therein  and  the  doing  of  all  things  nec- 
essary or  incident  thereto. 


81  FORMS— PURPOSE  CLAUSES.  Form  42 

No.  38. 
Elevator  Company. 

(G.  C.  §  10172.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
purchasing  and  holding  real  and  personal  estate,  erecting  or 
purchasing  and  owning  the  necessary  buildings,  offices  and  ma- 
chinery for  the  purpose  of  carrying  on  the  business  of  receiving, 
storing,  delivering  and  forwarding  grain  of  all  kinds,  and  the 
doing  of  the  business  of  general  storage,  warehousemen  and 
forwarders  of  all  kinds  of  produce  and  merchandise.  Said  cor- 
poration shall  not  deal  as  buyer  or  seller,  on  its  own  account  or 
for  others. 

No.  39. 

Embalming  Fluid  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  compounding,  buying,  selling  and  trading  in 
embalming  fluids,  embalming  instruments,  embalming  tables, 
disinfectants,  antiseptics,  deodorizers  and  anything  pertaining  to 
the  business  of  embalming,  preserving  and  caring  for  the  human 
dead. 

No.  40. 

Engineering  and  Construction  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  engineering  and  contracting  business;  grading, 
macadamizing  and  all  other  work  connected  with  or  incident  to 
road  and  street  building,  ballasting,  railroad  construction  and 
concrete  work  of  all  kinds,  acquiring  by  lease,  purchase  or  other- 
wise, real  estate  and  other  property  necessary  or  convenient  for 
such  purposes  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  41. 

Express  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  express  business  within  said  state,  carrying  and 
delivering  express  matter. 

No.  42. 
Fence  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
growing  and  manufacturing  hedge  and  wire  fences,  dealing  in 


Form  46  OHIO  PRIVATE  CORPORATIONS.  82 

wire,  hedge  plants,  tools,  fence  machines,  patents  pertaining  to 
the  same,  and  such  other  business  as  may  grow  out  or  on  account 
of  the  said  business. 

No.  43. 
Foundry  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
carrying  on  the  business  of  a  foundry  and  machine  shops,  for 
purchasing  and  owning  the  necessary  real  estate,  buildings,  ma- 
chinery, tools,  fixtures,  supplies,  for  manufacturing  and  selling 
the  products  of  said  foundry  and  machine  shop,  including  iron 
and  steel  castings,  machinery,  and  generally  to  carry  on  a 
manufactory  in  iron  and  steel  products. 


No.  44. 
Fish  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
operating  fisheries,  buying,  selling  and  dealing  in,  at  wholesale 
and  retail,  fish,  fisheries,  materials  and  supplies;  acquiring, 
owning,  holding  and  disposing  of  all  necessary  or  convenient  real 
estate,  docks,  wharves,  tugs  and  other  boats,  and  other  property 
and  equipment,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  45. 

Freight  Loading  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
loading  coal,  iron  ore,  freight,  merchandise,  materials  and  prop- 
erty of  all  kinds  from  docks  or  cars  to  boats,  scows,  lighters  or 
other  vessels,  or  therefrom  to  docks,  or  cars,  conducting  a  gen- 
eral stevedore  business  and  the  doing  of  all  things  necessary  or 
incident  thereto. 

No.  46. 
Gas  and  Electric  Company. 

(See  also  Light,  Heat  and  Power  Company.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  producing,  distributing,  furnishing  and  selling 
gas  and  electricity,  or  either,  for  light,  heat,  power  and  other 
purposes,  and  for  doing  all  things  incident  to  said  purpose. 


83  FORMS— PURPOSE   CLAUSES.  Form   50 

No.  47. 
Natural  Gas  Company. 

(See  Oil  and  Gas  Company.) 

No.  48. 
Artificial  Gas  Company. 

THIKD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing  gas  for  light,  heat  and  power,  to  be  made  from 
any  and  and  all  substances,  or  a  combination  thereof,  from 
which  gas  can  be  obtained,  and  for  the  purpose  of  selling  and 

disposing  of  the  same  in  the  city  of and  elsewhere, 

with  full  power  to  lay  pipes  and  conductors  therefor,  through 
the  avenues,  streets,  lanes  and  alleys  thereof,  and  in  such  other 
places  as  may  be  necessary  or  convenient  to  supply  said  avenues, 
streets,  lanes  and  alleys,  and  any  manufactories,  public  places, 
buildings,  houses  or  any  other  place  or  building  whatsoever  with 
gas,  for  light,  heat  and  power,  together  with  the  power  to  hold, 
occupy  and  employ  such  real  and  personal  estate  and  to  do  such 
other  things  as  may  be  necessary  or  convenient  to  carry  out  the 
objects  of  this  corporation,  and  to  manufacture  and  sell  coke 
and  all  other  products  used  in  the  manufacture  of  gas- 
No.  49. 
General  Store  Company. 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  merchandise  business  at  wholesale  and  retail 
and  of  buying,  selling  and  dealing  at  wholesale  and  retail  in  dry 
goods,  notions,  clothing,  gentlemen's  furnishing  goods,  hats, 
caps,  boots,  shoes,  carpets,  groceries,  queensware,  glassware,  wool, 
live  stock,  grain,  butter,  eggs  and  other  country  produce. 

No.  60. 
Glassware  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  selling,  buying  and  dealing  in,  glass  bottles, 
glass  jars  and  all  other  forms  and  kinds  of  glassware;  and  of 
doing  all  other  acts  and  things  in  any  way  incidental  to  or  con- 
nected with  such  business. 


Form  54  OHIO  PRIVATE  CORPORATIONS.  84 

No.  51. 
Greenhouse  and  Nursery  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
growing,  raising,  buying,  selling  and  dealing  in  any  and  all 
kinds  of  trees,  shrubs,  vines,  plants,  flowers,  seeds,  grains,  roots, 
vegetables,  bulbs  and  fruits;  acquiring,  holding,  owning  and 
selling  all  real  estate  and  personal  property  necessary  or  con- 
venient in  carrying  out  of  said  purpose  and  the  doing  of  all 
things  necessary  or  incident  thereto. 

No.  52. 
Heating  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  and  supplying  steam  and  steam  heat  for  both  public 
and  private  consumption  and  use;  also  the  supplying  of  hot 
water  for  said  use;  and  the  purchase  and  use  of  such  tools, 
engines,  pipes  and  other  apparati  necessarily  incident  to  said 
business;  and  to  acquire  franchises  and  privileges  to  so  supply 
said  steam,  steam  heat  and  hot  water. 

No.  53. 
Hotel  and  Restaurant. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  hotel,  restaurant,  catering  and  cafe  business, 
and  the  doing  of  all  things  necessary  or  incident  thereto. 

NOTE. — For  hotel  building  company,  see  Building  Company. 

No.  54. 
House  Furnishing  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  leasing,  buying,  selling  and  dealing  in  house, 
store  and  other  furniture  and  furnishings  and  cabinet  work  of 
all  kinds  and  to  do  all  things  incident  thereto,  including  selling 
said  goods  on  installments. 


85  FORMS— PURPOSE  CLAUSES.  Form  57 

INSURANCE  COMPANIES. 

No.  55. 
Employers'  Liability,  Accident  and  Health  Company. 

(G.  C.  §9510.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  insurance  on  the  health  of  individuals  and  against  per- 
sonal injury,  disablement  or  death,  resulting  from  traveling  or 
general  accidents  by  land  and  water;  making  insurance  against 
loss  or  damage  resulting  from  accident  to  property,  from  cause 
other  than  by  fire  or  lightning;  making  insurance  to  indemnify 
employers  against  loss  or  damage  for  personal  injury  or  death 
resulting  from  accidents  to  employes  or  persons  other  than  em- 
ployes and  of  indemnifying  persons  and  corporations  other  than 
employers  against  loss  or  damage  for  personal  injury  or  death 
resulting  from  accidents  to  other  persons  or  corporations. 

No.  56. 
Fidelity  and  Guarantee  Company. 

(G.  C.  §9510.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
guaranteeing  the  fidelity  of  persons  holding  places  of  public  or 
private  trust,  who  may  be  required  to,  or  do,  in  their  trust  ca- 
pacity, receive,  hold,  control,  disburse  public  or  private  moneys 
or  property;  of  guaranteeing  the  performance  of  contracts  other 
than  insurance  policies;  executing  and  guaranteeing  bonds  and 
undertakings  required  or  permitted  in  all  actions  or  proceed- 
ings, or  by  law  allowed;  and  indemnifying  bank  depositors 
against  loss  by  reason  of  bank  suspension  and  failure,  and  doing 
any  and  all  things  necessary  or  incident  thereto. 

No.  57. 
Fire  Insurance  Company. 

(G.  C.  §§9510,  9556.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
insuring  houses,  buildings  and  all  other  kinds  of  property  in 
and  out  of  the  state,  against  loss  or  damage  by  fire,  lightning 
and  tornadoes,  and  explosions  from  gas,  dynamite,  gunpowder, 
and  other  like  explosives,  and  against  loss  or  damage  by  water, 
caused  by  the  breakage  or  leakage  of  sprinklers,  pumps,  tanks, 


Form  59  OHIO  PRIVATE  CORPORATIONS.  86 

water  pipes  and  fixtures  connected  therewith,  and  insuring 
against  loss  by  the  theft  of  automobiles  and  accessories,  and 
against  damage  thereto  from  this  cause,  and  the  making  of  all 
kinds  of  insurance  on  goods,  merchandise  and  other  property  in 
the  course  of  transportation,  on  land,  water  or  on  a  vessel,  boat 
or  wherever  it  may  be. 

No.  58. 
Mutual  Protective  Insurance  Association   (Fire,  etc.). 

(G.  C.  §§9593,  9594.) 

(Insert  in  articles  of   incorporation  of  corporation  not  for  profit,  Form 

No.   138.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
enabling  its  members  to  insure  each  other  against  loss  by  fire 
and  lightning,  cyclones,  tornadoes,  or  wind  storms,  hail  storms 
and  explosions  from  gas,  to  enforce  any  contract  by  them  en- 
tered into  whereby  the  parties  thereto  agree  to  be  assessed  spe- 
cifically for  incidental  purposes  and  for  the  payment  of  losses 
which  occur  to  its  members  on  property  in  this  state,  subject 
to  the  limitations  of  section  9593  of  the  General  Code  of  Ohio. 

No.  59. 

Life,  Accident,  etc.,  Insurance  Company.     (Corporation  for 

Profit.) 

(G.  C.  §§9339,  9385,  9340). 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  mak- 
ing insurance  on  the  lives  of  individuals,  and  every  insurance 
appertaining  thereto  or  connected  therewith,  in  Ohio  and  else- 
where, on  the  stock  plan,  and  granting,  purchasing  and  disposing 
of  annuities,  and,  further,  of  insuring  against  accidents  to,  and 
sickness,  temporary  or  permanent  physical  disability,  of,  individ- 
uals, and  the  doing  of  all  things  necessary  or  incident  thereto. 

(As  to  the  following  special  provisions,  see   G.   C.   §  9340.) 

FOURTH.  The  corporate  powers  of  said  corporation  are 
to  be  exercised  according  to  the  provisions  of  Chapter  1,  Subdi- 
vision 1  of  Division  III,  Title  IX,  Part  Second,  of  the  General 
Code  of  Ohio,  and  of  the  regulations  and  by-laws  of  said  cor- 
poration. 

FIFTH.  The  number  of  directors  of  said  corporation  shall 
be  twenty-one  (21)  all  of  whom  shall  be  stockholders  and  a 
majority  of  whom  shall  be  citizens  of  the  state  of  Ohio.  The 
directors  shall  be  elected  at  the  annual  meeting  of  the  stock- 
holders of  the  corporation  on  the  second  Monday  in  January  in 


87  FORMS— PURPOSE  CLAUSES.       Fonn  61 

each  year  and  shall  hoH  office  until  the  next  annual  meeting  of 
the  stockholders  and  until  their  successors  are  chosen  and  quali- 
fied. The  other  officers  of  said  company  shall  be  elected  an- 
nually by  the  board  of  directors  at  the  first  regular  meeting  or 
special  meeting  of  the  board  after  such  annual  election.  In  the 
event  of  a  vacancy  occurring  in  said  board  by  death  or  other- 
wise, the  same  shall  be  filled  by  the  affirmative  vote  of  a  major- 
ity of  the  members  of  the  board  of  directors. 

SIXTH.  Regulations  for  the  government  of  the  business 
and  affairs  of  the  company,  not  inconsistent  with  law,  may  be 
adopted,  changed  or  amended  by  a  majority  vote  of  the  share- 
holders at  any  annual  meeting  or  at  any  special  meeting,  pro- 
vided notice  of  such  special  meeting  shall  show  that  an  amend- 
ment of  the  regulations  will  be  proposed.  The  board  of  direct- 
ors of  the  corporation  may  from  time  to  time  adopt,  change, 
amend  or  repeal  by-laws  not  inconsistent  with  law,  governing 
the  transaction  of  its  business  and  affairs. 

SEVENTH.  The  capital  stock  of  said  company  and  the 
amount  of  capital  to  be  employed  shall  be  one  hundred  thousand 
($100,000)  dollars  divided  into  ten  thousand  (10,000)  shares 
of  ten  dollars  ($10.00)  each. 


No.  60. 
Mutual  Protective  Association.     (Life  and  Accident.) 

(G.  C.  §9427  et  seq.) 

(Insert  in   articles  of  incorporation   of  corporation  not  for  profit,  Form 

No.  138.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  trans- 
acting the  business  of  life  (and  accident)  insurance,  on  the  as- 
sessment plan,  under  sections  9427,  9428  and  9429  of  the  General 
Code  of  Ohio,  and  of  doing  all  things  necessary  and  incident 
thereto. 

No.  61. 
Live  Stock  Insurance  Company. 

(G.  C.  §§9510,  9524.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
making  insurance  on  the  lives  of  horses,  cattle  and  other  live 
stock  against  loss  by  death  caused  by  accident,  disease,  fire  or 
lightning,  and  against  loss  by  theft  and  damage  by  accident, 
and  the  doing  of  all  things  necessary  and  incident  thereto. 


Form  64  OHIO  PRIVATE  CORPORATIONS.  88 

No.  62. 
Live  Stock  Mutual  Protective  Association. 

(G.  C.  §§9608,  9609.) 

(Insert   in   articles   of   incorporation  of   coporation   not  for   profit,   Form 

No.   138.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
enabling  its  members  to  insure  each  other  against  loss  from 
death  of  domestic  animals,  and  to  enforce  any  contract  by  them 
entered  into,  whereby  they  specifically  agree  to  be  assessed  for 
the  payment  of  losses  and  incidental  expenses. 

No.  63. 
Credit  Insurance  Company. 

(G.  C.  §9621.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  guar- 
anteeing and  indemnifying  merchants,  manufacturers,  traders 
and  those  engaged  in  business,  and  giving  credit,  from  loss  and 
damage  by  reason  of  giving  and  extending  credit  to  their  cus- 
tomers and  those  dealing  with  them,  and  the  doing  of  all  things 
necessary  and  incident  thereto. 

FOURTH.  (Add  paragraphs  Fourth,  Fifth,  Sixth  and  Sev- 
enth, of  Articles  of  Life,  Accident,  etc.,  Insurance  Company, 
Form  No.  59.)  See  G.  C.  Sees.  9621,  9340,  9341. 

No.  64. 
Interurban  and  Street  Railway  Company. 

(G.  C.  §9117.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  building,  acquiring,  by  purchase,  lease  or  other- 
wise, and  owning,  maintaining  and  operating  a  line  of  railroad 
with  rights  of  way,  roadbed,  single  or  double  tracks,  side  tracks, 
switches,  spurs,  turnouts,  branches,  extensions,  stations,  depots, 
terminals,  way  stations,  freight  houses,  power  houses,  lines  for 
the  transmission  of  electric  power,  telegraph  and  telephone  lines, 
and  all  other  necessary  or  convenient  appurtenances  and  appli- 
ances incidental  to  the  operation  of  a  railroad;  said  railroad  to 
be  operated  by  electric  or  other  motive  power  except  animal 
power;  of  acquiring  and  holding  real  estate  and  personal  prop- 
erty and  all  equipment  and  accessories  necessary,  convenient  and 
proper  to  carry  out  the  purposes  herein  mentioned,  of  construct- 
ing, owning  and  operating  power  plants  for  the  generating  of  elec- 
tricity by  steam,  water  or  other  motive  power,  the  same  to  be 


89  FORMS— PURPOSE   CLAUSES.  porm   67 

used  in  propelling  its  cars,  rolling  stock  and  machinery;  of  using, 
supplying  and  selling  electricity  so  generated,  for  heat,  light, 
power  and  other  purposes,  and  receiving  compensation  therefor; 
for  transporting  passengers,  packages,  express  matter,  United 
States  mail,  baggage  and  freight,  and  engaging  in  the  general 
business  of  a  common  carrier  upon  its  railroad,  or  lines  of  rail- 
way, telegraph  and  telephone  lines;  and  with  full  right  to  pur- 
chase, lease,  sublease  or  otherwise  acquire  electricity  or  other 
motive  power. 

Said  line  of  railroad  shall  have  the  city  of  ,  county 

of    ,  state  of   Ohio,  for  one  terminus,   and   the  city 

of  ,  county  of  ,  state  of  Ohio,  for  its  other 

terminus,  and  shall  pass  through  the  following  named  coun- 
ties in  the  state  of  Ohio,  to  wit : 

No.  65. 
Iron  Company. 

(G.  C.  §  10143.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  buying,  selling  and  dealing  in  iron  and  steel 
and  the  various  products  and  forms  thereof. 

No.  66. 
Light,  Heat  and  Power  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
producing,  acquiring,  buying,  leasing,  using,  furnishing,  supply- 
ing, selling,  transmitting,  and  distributing  light,  heat  and  power, 
generated  by  means  of  gas,  electricity,  steam  or  hot  water,  or 
any  or  all  of  them,  and  in  connection  therewith,  of  constructing, 
acquiring,  purchasing,  using,  leasing  or  purchasing  plants,  works, 
constructions,  or  parts  thereof  for  the  production,  use,  trans- 
mission, distribution,  regulation,  control  or  application  of  gas, 
electricity,  steam  or  hot  water,  and  the  doing  of  all  things  neces- 
sary or  incident  thereto. 

No.  67. 
Live  Stock  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  buy- 
ing, breeding,  raising,  selling  and  dealing  in  horses,  cattle  and 
all  other  kinds  of  live  stock,  vehicles,  harness  and  other  equip- 
ment therefor,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 


Form  71  OHIO  PRIVATE  CORPORATIONS.  90 

No.  68. 
Lodge  Building  Company. 

(G.  C.  §10196.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  erect- 
ing, equipping  and  maintaining  a  building,  to  be  used  and  oc- 
cupied by  (specify  two  or  more  lodges  which  will 

occupy  the  building)  as  a  lodge  room  and  club  house;  of  ac- 
quiring, owning,  holding  and  disposing  of  real  estate  and  per- 
sonal property  necessary  or  convenient  to  carry  out  the  purpose 
aforesaid  and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  69. 
Lumber  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  manufacturing  and  wholesale  lumber  business; 
manufacturing  wood  products  of  every  description;  buying,  sell- 
ing and  dealing  in  lumber,  at  wholesale  or  retail,  in  its  own 
behalf  and  as  agent,  factor,  or  broker;  acquiring,  by  lease,  pur- 
chase or  otherwise,  and  holding  and  disposing  of  such  timber 
lands  and  other  real  and  personal  property  as  is  necessary  or 
convenient  for  carrying  out  the  foregoing  purpose  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  70. 
Mail  Order  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  con- 
ducting a  mail  order  business  in  a  general  line  of 

(specify  articles  to  be  dealt  in)  and  the  doing  of  all  things  nec- 
essary or  incident  thereto. 

No.  71. 
Mail  Tube  Company. 

(See  G.  C.  §  3645-1.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  es- 
tablishing and  carrying  on  the  business  of  transporting  and  de- 
livering United  States  mail,  messages,  packages,  commercial 
bundles,  and  merchandise;  conducting  a  general  forwarding  busi- 
ness by  and  through  subways,  underground  tubes,  tunnels,  con- 
duits and  other  similar  means,  operated  by  air,  electricity  or 


91  FORMS— PURPOSE  CLAUSES.  Form  75 

other  motive  power,  and  also  by  vehicles,  and  motor  vehicles; 
transmitting  and  supplying  power  along  the  line  of  its  subways, 
mail  tubes,  tunnels,  or  conduits;  acquiring,  holding,  owning,  leas- 
ing, and  disposing  of  inventions,  letters  patent  and  patent  rights 
relating  to  such  tubes,  tunnels,  or  conduits  and  the  motive  power 
thereof,  and  the  doing  of  all  things  necessary  or  incident  thereto. 


No.  72. 
Manufacturing  Company. 

(See  G.  C.  §§  10137  to  10141.) 

THIRD.     Said  corporation  is  formed  for  the  purpose  of  man- 
ufacturing, buying,  selling  and  dealing  in  (specify 

articles  to  be  manufactured) ;  of  acquiring,  owning,  holding  and 
selling  real  estate  and  personal  property  necessary  or  convenient 
to  carry  out  the  purpose  aforesaid  and  the  doing  of  all  things 
necessary  or  incident  thereto. 

No.  73. 

Market  House  Company. 

(G.  C.  §10151.) 

THIRD.     Said  corporation  is  formed  for  the  purpose  of  con- 
structing and  maintaining  a  market  house  in    ,   Ohio, 

and  exercising  all  the  powers  which  may  be  exercised  by  such 
corporations  under  the  laws  of  Ohio. 


No.  74. 
Mausoleum  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  erect- 
ing, maintaining,  operating  and  selling  mausoleums,  crypts,  vaults 
and  burial  places  for  the  dead;  caring  for,  preserving  and  pro- 
tecting dead  bodies  and  the  doing  of  all  things  necessary  or  inci- 
dent thereto. 

No.  75. 
Meat  Market  Company. 

THIRD.  Said  corporation  is  .formed  for  the  purpose  of 
buying,  selling  and  dealing  in  meats,  fish,  fowl  and  provisions 
and  the  doing  of  all  things  necessary  or  incident  thereto. 


Form  79  OHIO  PRIVATE  CORPORATIONS.  92 

No.  76. 
Men's  Furnishing  Company. 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
dealing  in  woolens,  trimmings  and  fabrics  used  in  connection 
with  the  tailoring  business;  in  the  manufacture,  purchase  and 
sale  of  custom  made  and  ready  made  clothing  of  every  kind  and 
nature  and  for  the  purpose  of  dealing  in  furnishing  goods. 

No.  77. 
Mercantile  Agency  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
compiling,  collecting,  publishing  and  selling  commercial  credit 
rating  and  other  directories,  collecting  accounts,  furnishing 
reports  and  abstracts  and  certificates  of  titles  and  the  per- 
forming of  such  other  business  as  usually  pertains  to  the  pub- 
lishing of  reference  and  other  directories,  making  collections 
and  furnishing  financial  reports  and  abstracts  and  certificates 
of  titles  with  the  right  to  acquire  and  hold  by  lease  or  pur- 
chase, such  real  and  personal  estate  as  may  be  necessary  to 
the  carrying  on  of  said  business. 

No.  78. 
Mercantile  or  Trading  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  buy- 
ing, selling  and  dealing  in,  at  wholesale  or  retail,  

(specify  kinds  of  merchandise  to  be  dealt  in,  as  "cigars,  tobacco, 
pipes  and  smokers'  supplies")  and  the  doing  of  all  things  nec- 
essary and  incident  thereto. 

No.  79. 
Messenger  Service  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  maintaining,  leasing  and  operating  lines  of  tele- 
graph for  the  private  use  of  individuals,  firms,  corporations, 
municipal  and  otherwise,  for  general  business,  for  police,  fire 
and  burglar  alarm  telegraph  service,  and  in  connection  there- 
with for  constructing,  owning  and  operating  a  general  mes- 
senger, delivery  and  district  telegraph  service,  a  general  collec- 
tion, storage  and  delivery  of  packages,  freight  and  other  proper- 
ties, for  the  constructing,  owning  and  operating  of  a  local  sys- 
tem of  electrical  call-boxes  for  messages,  messengers,  fire  and 
burglar  alarm  signals  and  signals  for  police  and  fire  patrol  and 


93  FORMS— PURPOSE  CLAUSES.  Form  82 

night  watchmen,  and  for  any  other  purpose  or  purposes  in  con- 
nection therewith  or  incident  thereto;  also  the  manufacture  and 
sale  of  any  and  all  electrical  or  other  appliances,  supplies  and 
fixtures  necessary  or  incidental  to  the  carrying  on  of  said  busi- 
ness, and  also  to  carry  on  a  general  electrical  construction  and 
supply  business,  and  to  generate  and  supply  electricity  for  any 
and  all  purposes. 

Said  company  may  also  act  as  advertisers,  distributors  and 
general  agents  for  handling  the  business  and  collecting  and  re- 
mitting funds  in  connection  therewith,  of  corporations,  firms  or 
individuals.  It  may  engage  in  the  business  of  furnishing  sta- 
tionery and  advertising  matter,  devices  and  novelties  of  all 
kinds. 

No.  80. 

Millinery  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  importing,  buying,  selling,  jobbing  and  dealing 
in  millinery  of  every  description  and  doing  all  things  incident 
thereto,  and  for  owning  and  holding  such  real  and  personal  prop- 
erty as  may  be  necessary  or  convenient  therefor. 

No.  81. 
Milling  Company. 

THIRD.     Said    corporation    is    formed    for    the    purpose    of 

owning,  controlling  and  operating  flour  and  grist  mills,  and  for 

buying    and    selling,    at    wholesale    and    retail,    and    dealing  in, 

grain,   seed,   flour,   feed   and   kindred   merchandise,   and  for  the 

purpose    of   owning    all    machinery,    privileges,    real    estate  and 

other  property  needed  in  carrying  on  such  business,  and  for 
doing  all  things  incident  to  such  purposes  and  business. 

No.  82. 
Mineral  Springs  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
preparing,  manufacturing,  bottling,  buying,  selling,  vending, 
dealing  in  and  furnishing  to  dealers  and  consumers,  drinking 
and  table  water;  carbonated  water,  carbonated  and  other  non- 
intoxicating  beverages,  and  to  do  all  things  incident  thereto,  and 
for  the  further  purpose  of  manufacturing,  buying,  selling  and 
dealing  in  such  machinery,  tanks,  fountains,  bottles  and  other 
material  as  may  be  used  in  connection  with  or  in  or  about  the 
preparation,  manufacture,  dealing  in  or  furnishing  such  water 
or  beverages  and  to  do  all  things  incident  thereto. 


Form  87  OHIO  PRIVATE  CORPORATIONS.  94 

No.  83. 
Mining  Company. 

(See  G.  C.  §§  10137,  10139,   10142  and  10143.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
mining,  manufacturing  and  dealing  in  any  and  all  kinds  of 
ores,  minerals  and  metals,  and  acquiring  and  selling  any  and 
all  real  estate  and  personal  property  in  the  state  of  Ohio  and 
elsewhere  necessary  or  convenient  for  the  better  transaction  of 
the  business  of  the  company,  and  to  insure  or  aid  in  the  carry- 
ing out  of  the  general  powers  of  the  company,  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  84. 
Motion  Picture  and  Vaudeville  Theater  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
purchasing,  renting  and  holding  real  estate  and  constructing 
buildings  thereon  for  the  purpose  of  operating  and  conducting 
motion  picture  and  vaudeville  entertainments  and  the  doing  of 
all  things  necessary  or  incident  thereto. 

No.  85. 
Motion  Picture  and  Vaudeville  Theater.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying,  leasing  or  otherwise  acquiring  and  owning,  holding, 
operating  and  conducting  motion  picture  and  vaudeville  theaters 
and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  86. 
Musical  Instrument  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  purchasing,  selling  and  dealing  in  all  kinds  of 
pianos,  organs,  automatic  pianos,  instruments  of  all  kinds,  ap- 
pliances, supplies  and  all  things  incident  thereto. 

No.  87. 
Ohio  River  Bridge  Company. 

(G.  C.  §9310  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  owning,  maintaining  and  operating  a  toll  bridge 


95  FORMS— PURPOSE  CLAUSES.  Form  90 

over  the  Ohio  River,  with  one  or  more  tracks,  for  railway  and 

highway  traffic  from  a  point  in  Township,  

County,  Ohio,  on  the  northerly  side  of  said  river  to  a  point  in 

Township,    County,  State  of    , 

on  the  southerly  side  of  said  river,  with  suitable  avenues  and 
approaches  thereto,  and  for  such  purposes  and  objects  to  have 
the  powers  enumerated  and  conferred  on  such  companies  by 
sections  9310  to  9313  of  the  General  Code  of  Ohio  and  the 
doing  of  all  things  necessary  or  incident  thereto. 


No.  88. 
Oil  and  Gas  Company. 

(See  G.  C.  §§  10137,  10139.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
drilling  for  and  accumulating  petroleum  oil  and  natural  gas, 
buying  and  selling  oil  and  gas  rights,  privileges  and  leases,  and 
oil  and  gas  and  the  products  thereof,  leasing  oil  and  gas  terri- 
tory, refining,  manufacturing  and  dealing  in  oil,  dealing  in  land 
containing  oil  and  other  minerals  and  the  doing  of  all  things 
necessary  or  incident  thereto. 


No.  89. 
Oil  and  Gas  Company.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
leasing,  acquiring,  holding,  operating  and  disposing  of  petroleum 
oil  and  natural  gas  properties,  drilling  for  petroleum  oil  and 
natural  gas,  producing,  accumulating  and  disposing  of  petroleum 
oil  and  natural  gas,  and  the  products  thereof;  manufacturing, 
distilling,  refining  and  otherwise  converting  such  oil  and  gas  and 
the  products  thereof,  and  marketing  and  disposing  of  the  same, 
and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  90. 
Orchard  Land  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying,  selling  and  dealing  in  orchard  lands,  and  the  products 
thereof,  cultivating  and  maintaining  orchards  and  nurseries, 
and  the  doing  of  all  things  necessary  or  incident  thereto.  Said 
corporation  is  formed  subject  to  the  provisions  of  section  8648  of 
the  General  Code  of  Ohio. 


Form  94  OHIO  PRIVATE  CORPORATIONS.  96 

No.  91. 
Pipe  Line  Company. 

(G.  C.  §  10128.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
transporting  oils  and  other  fluids  through  tubing  and  pipes  and 
for  handling  and  storing  the  same  in  tanks  or  otherwise  and 
exercising  ail  the  powers  which  may  be  exercised  by  such  cor- 
porations under  the  laws  of  Ohio. 

No.  92. 
Plumbing  and  Heating  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  the  business  of  plumbing,  heating,  gas  fitting,  sewer  build- 
ing and  buying,  selling  and  dealing  in  all  kinds  of  material  and 
supplies  used  by  or  in  said  above  trades  or  business;  of  owning, 
manufacturing,  selling,  leasing  for  hire  and  dealing  in  mechan- 
ical devices,  machinery  and  articles  of  all  kinds  made  and  con- 
nected and  in  accordance  with  any  or  all  letters  patent  of  the 
United  States  or  foreign  countries  heretofore  or  hereafter  granted 
pertaining  to  said  above  trades  or  business.  Also  to  purchase, 
own  and  control  patents  whether  domestic  or  foreign  pertaining 
to  said  above  trades  or  business  and  of  licensing  others  to  use 
the  same  for  hire. 

No.  93. 
Pottery  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  buying  and  selling  china  pottery  and  earthen- 
ware; to  decorate  and  embellish  the  same;  to  mine  and  manu- 
facture and  deal  in  china  clay,  flint  and  feldspar  and  all  mate- 
rials of  any  nature  used  in  the  manufacture  of  said  wares  and 
to  acquire,  hold  and  possess  and  sell  real  estate  and  other 
property  necessary  for  the  proper  and  convenient  conduct  of  said 
business  for  profit. 

No.  94. 

Printing  and  Publishing  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  printing,  publishing,  binding,  engraving,  electro- 
typing  and  lithographing  business,  and  the  doing  of  all  things 
necessary  and  incident  thereto. 


97  FORMS— PURPOSE  CLAUSES.  Form  96 

No.  95. 
Publishing  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
printing  and  publishing  newspapers,  magazines,  periodicals; 
conducting  a  general  advertising  and  printing  business  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

No.  96. 
Railroad  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
building,  constructing,  acquiring  by  purchase,  lease  or  other- 
wise, and  owning,  maintaining  and  operating  a  railroad  with 
rights  of  way,  roadbed,  tracks,  side  tracks,  spurs,  switches,  sta- 
tions, depots,  terminals,  way  stations,  freight  houses,  power 
houses,  lines  for  the  transmission  of  electric  power,  telegraph 
and  telephone  lines,  and  all  necessary,  useful  and  convenient 

buildings  and  structures,  having  the  city  of  ,  county 

of   ,  state  of  Ohio,  for  one  terminus  and  the  city  of 

,  county  of    ,  state  of  Ohio,  for  its  other 

terminus,  and  passing  through  the  following  named  counties  in 

the  state  of  Ohio,  to  wit :  and ,  and  with 

branches  from  said  main  line  to  towns  or  places  within  the  lim- 
its of  said  counties,  or  to  connections  with  other  railroads  within 
the  state,  or  to  mines,  clay  banks,  quarries,  manufacturing  estab- 
lishments, elevators,  warehouses  and  navigable  waters;  said  rail- 
road to  be  operated  by  steam,  electric  or  other  motive  power; 
and  of  building,  constructing,  manufacturing  and  acquiring,  by 
purchase,  lease  or  otherwise,  the  necessary  engines,  locomotives, 
motors,  cars,  coaches,  rolling  stock  and  equipment  of  all  kinds 
necessary,  sufficient  and  convenient  for  the  proper  and  profitable 
operation  of  such  railroad;  of  owning  real  estate  in  all  the  said 
counties  sufficient  and  proper  for  maintaining  such  stations,  de- 
pots, terminal  facilities,  way  stations,  freight  houses,  power 
houses  and  yards  necessary,  sufficient  and  convenient  for  the 
proper  and  profitable  operation  of  a  complete  railroad  system;  of 
owning  real  estate,  with  buildings,  structures,  machinery,  tools 
and  other  appliances  sufficient  for  shops  and  repair  shops,  for 
the  purpose  of  making,  manufacturing,  building  and  repairing 
engines,  locomotives,  motors,  cars,  coaches  and  rolling  stock  and 
equipment  of  all  kinds. 


Form  101  OHIO  PRIVATE  CORPORATIONS.  98 

No.  97. 
Real  Estate  Company. 

(G.  C.  §§8648-8650). 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying,  selling  and  dealing  in  real  estate  and  the  doing  of  all 
things  incident  thereto,  subject  to  the  provisions  of  sections 
8648,  8649  and  8650  of  the  General  Code  of  Ohio  and  is  to  exist 
for  the  term  of  twenty-five  years. 

No.  98. 
Sales  Agency  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  agency  and  commission  business,  buying,  sell- 
ing and  dealing  in (specify  articles)  for  itself  and 

as  agent,  factor  and  broker  and  the  doing  of  all  things  neces- 
sary or  incident  thereto. 

No.  99. 
Sand  and  Gravel  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
acquiring,  by  dredging,  purchase,  or  otherwise,  selling  and 
dealing  in  sand,  gravel,  crushed  stone  and  building  materials 
and  supplies,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  100. 

Sanitorium  Company. 

(G.  C.  §8624.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
erecting,  owning  and  conducting  sanitoriums  for  the  receiving 
of  and  caring  for  patients  and  for  the  medical,  surgical  and 
hygienic  treatment  of  such  patients,  and  for  instruction  of 
nurses  in  the  treatment  of  disease  and  hygiene. 

No.  101. 
Sanitorium  and  Drug  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  compounding,  using,  buying,  selling  and  deal- 
ing in  drugs,  medicines,  surgical  instruments,  chemicals  and 
formulae ;  erecting,  owning  and  conducting  sanitoriums  or  hos- 
pitals for  the  receiving  and  caring  for  patients,  and  for  the 
medical,  surgical  and  hygienic  treatment  of  the  diseases  of  such 


99  FORMS— PURPOSE  CLAUSES.  Form  105 

patients,  and  for  the  instruction  of  nurses  in  the  treatment  of 
disease  and  in  hygiene,  and  of  doing  all  things  necessary  to  carry 
out,  or  incident  to,  said  purpose. 

No.  102. 
Scenic  Railway  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing,  operating  and  selling  scenic  and  pleasure  rail- 
ways of  improved  construction  covered  by  letters  patent  of  the 
United  States;  to  acquire  the  control  of  said  and  future  patents 
upon  or  in  relation  to  such  railways;  to  introduce  said  structures 
into  public  use;  and,  in  connection  with  said  business,  to  man- 
ufacture, use  and  vend  such  articles  as  may  be  conveniently  and 
profitably  dealt  with  in  that  connection;  and  to  acquire  and  use 
such  property  as  may  be  necessary  or  convenient  for  the  afore- 
said business  of  the  company. 

No.  103. 
Securities  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
acquiring,  owning,  holding  and  disposing  of  stocks  in  other  kin- 
dred but  not  competing  private  corporations,  bonds,  notes,  bills 
of  exchange,  mortgages,  bills  of  lading,  warehouse  receipts  and 
other  securities,  as  owner,  agent,  factor  or  broker;  promoting, 
financing,  developing  and  otherwise  furthering  the  lawful  enter- 
prises of  others  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  104. 
Securities  Company.    Another  Form. 

THIRD.  'Said  corporation  is  formed  for  the  purpose  of 
carrying  on  a  general  brokerage  business,  dealing  in  stocks,  of 
other  kindred  and  not  competing  corporations,  bonds  and  other 
kinds  of  securities  and  commercial  paper;  acting  as  financial 
agent  for  corporations,  firms  and  persons,  and  the  doing  of  all 
things  necessary  or  incident  thereto. 

No.  105. 
Sewerage  Company. 

((G.  C.  §10157  ec  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  maintaining  and  operating  a  sewer  on  


Form  109  OHIO  PRIVATE  CORPORATIONS.  100 

Avenue,   Ohio,  draining  the  streets,  alleys,  buildings 

and  grounds  lying  contiguous  and  adjacent  to  said  avenue,  and 
the  doing  of  all  things  necessary  or  incident  thereto. 

No.  106. 
Stock- Yard  Company. 

(G.  C.  §10211). 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
erecting  and  maintaining  pens,  buildings  and  other  structures 
for  the  safe  keeping  of  live  stock  intrusted  to  it  on  sale  or  other- 
wise, and  to  purchase  or  lease  such  real  estate  as  may  be  neces- 
sary for  the  convenient  prosecution  of  said  business. 

No.  107. 
Taxicab  and  Garage  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
doing  a  general  taxicab  and  automobile  livery  business,  acquiring, 
owning,  operating,  letting  and  renting  automobiles,  taxicabs, 
motor  and  other  vehicles  for  hire,  in  the  transportation  of  per- 
sons and  property;  the  conducting  of  a  general  automobile 
garage  and  repair  business;  buying,  selling  and  dealing  in  auto- 
mobile supplies,  parts  and  accessories,  and  the  doing  of  all 
things  necessary  or  incident  thereto. 

No.  108. 
Telephone  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
building,  purchasing,  equipping,  maintaining  and  operating  tele- 
phone exchange  systems  and  furnishing  telephone  service  in 
and  neighboring  townships  and  villages.  One  ter- 
minus of  said  improvement  will  be  in  county  of 

,  Ohio,  and  the  other  terminus  will  be  in , 

county  of  ,  Ohio,  with  lines  extending  into   

(specify  route). 

No.  109. 
Telephone  Company.     (Local.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  maintaining  and  operating  a  telephone  exchange 

system  in  the  city  of   ,  Ohio,  and  in  the  county  of 

,  in  said  state. 


101  FORMS— PURPOSE  CLAUSES.  Form  113 

No.  110. 
Telephone  Company.     (Mutual.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
giving  its  members,  together  with  their  families  and  help  in 
business  relations,  free  telephone  service  over  any  of  its  lines 
and  to  enforce  any  of  its  contracts  which  may  be  by  them  en- 
tered into  by  which  those  entering  shall  agree  to  be  assessed 
specifically  for  incidental  purposes  and  for  the  payment  of  ex- 
change services. 

No.  111. 
Tennis  Club  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
promoting  the  game  of  tennis;  acquiring,  by  lease,  purchase  or 
otherwise,  owning,  holding  and  selling  such  real  estate  and  per- 
sonal property  as  may  be  necessary  or  convenient  for  construct- 
ing, equipping  and  maintaining  tennis  courts  and  club  houses 
for  its  members  and  guests,  and  the  doing  of  all  things  neces- 
sary or  incident  thereto. 

No.  112. 
Theater  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
operating  theaters  for  the  exhibition  of  motion  pictures,  shows 
and  theatrical  performances,  the  providing  of  other  forms  of 
public  entertainment  and  amusement;  of  constructing,  buying, 
leasing,  owning,  maintaining  and  selling  such  real  estate,  build- 
ings and  personal  property  as  may  be  necessary  or  convenient  to 
the  carrying  out  of  said  purpose,  and  the  doing  of  all  things 
necessary  or  incident  thereto. 

No.  113. 

Title  Guarantee  and  Trust  Company. 

(G.  C.  §9850.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
preparing  and  furnishing  abstracts  and  certificates  of  title  to  real 
estate,  bonds,  mortgages  and  other  securities;  guaranteeing  such 
titles,  the  validity  and  due  execution  of  such  securities,  and  the 
performance  of  contracts  incident  thereto;  making  and  nego- 
tiating loans  for  itself  and  as  agent  or  trustee  for  others,  and 
guaranteeing  the  collection  of  interest  and  principal ,  of  such 
loans;  taking  charge  of  and  selling,  mortgaging,  renting  or 


Form  117  OHIO  PRIVATE  CORPORATIONS.  102 

otherwise  disposing  of  real  estate  for  others,  and  performing  all 
the  duties  of  an  agent  relative  to  property  deeded  or  otherwise 
entrusted  to  it;  owning  real  estate,  as  a  place  for  carrying  on 
its  business,  and  to  do  any  and  all  things  necessary  or  inci- 
dental to  an  abstract,  title  guarantee  and  loaning  business,  and 
the  transaction  of  any  and  all  business  incidentally  or  necessarily 
connected  with  each  or  all  of  the  foregoing  provisions. 

No.  114. 
Towel  Supply  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying,  selling,  leasing  and  otherwise  supplying  white  coats, 
aprons,  towels,  napkins  and  other  linen,  soap,  combs,  brushes  and 
other  toilet  articles,  with  cabinets  therefor,  to  persons,  firms  and 
corporations,  in  offices,  stores,  factories  and  other  places,  con- 
ducting a  laundry,  and  the  doing  of  all  things  necessary  or  in- 
cident thereto. 

No.  115. 

Trade  Secrets  and  Patents  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
applying  for,  acquiring,  leasing,  purchasing,  registering,  holding, 
owning  and  using  any  and  all  trade  secrets,  processes,  inventions 
and  improvements  whether  secured  by  letters  patent  in  the 
United  States  or  elsewhere,  or  otherwise;  operating,  manufac- 
turing and  using  the  same;  selling,  assigning,  granting  of  licenses 
in  respect  of,  and  otherwise  disposing  of  the  same  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  116. 
Transfer  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
transferring,  moving  and  delivering  baggage,  household  goods 
and  other  personal  property,  the  carrying  of  passengers  and  prop- 
erty by  automobiles,  trucks  and  other  vehicles  in  the  city  of 

,    Ohio,   and   in   the   vicinity   thereof   and   the   doing 

of  all  things  necessary  or  incident  thereto. 

No.  117. 
Undertaking  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
engaging  in  the  undertaking  business;  buying,  selling,  renting, 
supplying  and  furnishing  caskets,  coffins  and  burial  and  funeral 


103  FORMS— PURPOSE  CLAUSES.  porm  120 

supplies  and  furnishings;  owning  and  operating  an  ambulance 
and  coach  service  and  the  doing  of  all  tilings  necessary  or  inci- 
dent thereto. 

No.  118. 

Union  Interurban  Depot  and  Terminal  Company. 

(G.  C.  §9169-1  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
constructing,  owning,  maintaining  and  operating  a  union  elec- 
tric interurban  terminal  depot  and  connecting  tracks,  with  all 
necessary  and  proper  yards,  tracks,  buildings  and  structures  for 
the  use  of  interurban  and  street  railways,  with  all  the  rights, 
privileges  and  powers  incident  thereto  or  connected  therewith, 
and  with  all  the  properties,  rights,  privileges  and  powers  given 
or  granted  to  such  a  corporation  under  any  general  or  special 
law  of  the  state  of  Ohio,  including  the  power  to  purchase,  ap- 
propriate or  condemn  private  lands  for  the  purpose  aforesaid 
and  to  hold  and  improve  the  same,  and  also  the  power  of  acquir- 
ing all  necessary,  proper  or  desirable  rights  of  way  or  franchises 
for  electric  interurban  railways  to  enter  said  interurban  ter- 
minal and  depot  buildings  and  grounds.  Said  union  electric 
interurban  terminal  and  depot  and  connecting  tracks  and  the 
improvements  connected  therewith  shall  be  located  in  the  city  of 
,  county  of  ,  and  state  of  

NOTE. — Articles  of  union  depot  company,  see  form  No.  127. 

No.  119. 
Vessel  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
purchasing,  building,  leasing,  chartering,  acquiring,  owning,  op- 
erating and  selling  steamboats  and  all  other  kinds  of  vessels  and 
water  craft,  the  doing  of  a  general  freight  and  passenger  busi- 
ness, and  towing;  of  acquiring,  by  purchase  or  otherwise,  such 
real  estate,  docks,  wharfs,  equipment,  appliances  and  other  prop- 
erties as  may  be  necessary  or  convenient  to  carry  out  such  pur- 
pose and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  120. 
Warehouse  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
establishing,  maintaining  and  conducting  warehouses  for  the 
storage,  receipt,  custody,  shipment  and  forwarding  of  personal 
property  and  chattels  of  all  kinds;  issuing  warehouse  receipts 
therefor;  acquiring,  holding,  owning  and  selling  real  estate  and 
personal  property,  including  trucks  and  moving  vans,  necessary 


Form  124  OHIO  PRIVATE  CORPORATIONS.  104 

or  convenient  in  the  carrying  out  of  said  purpose  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  121. 
Waste  Paper  and  Junk  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
buying  and  otherwise  acquiring,  selling  and  dealing  in  waste 
paper,  rags,  bottles,  broken  glass,  zinc,  iron,  rubber,  brass,  junk 
and  other  kindred  articles  and  the  doing  of  all  things  necessary 
or  incident  thereto. 

No.  122. 

Water  Transportation  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
purchasing,  chartering,  acquiring,  owning,  handling  or  operating 
steamships,  vessels  and  other  vessel  property  or  interest  therein; 
purchasing,  constructing  or  owning  all  necessary  or  proper 
terminal  facilities,  including  all  real  estate  and  personal  prop- 
erty as  may  be  suitable  or  necessary  thereto  and  doing  all  such 
things  as  may  be  properly  incident  to  the  above  enumerated 
purposes. 

No.  123. 

Water  Transportation  Company.     Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
building,  buying,  selling,  leasing  and  renting  boats,  barges  and 
all  kinds  of  water  craft  and  operating  the  same  in  towing,  freight- 
ing and  transporting,  by  water,  of  any  and  all  kinds  of  merchan- 
dise and  property,  and  the  doing  of  all  things  necessary  or  inci- 
dent thereto. 

No.  124. 

Waterworks  Company. 

THIRD.     Said    corporation    is    formed    for    the    purpose    of 

supplying  the  city  of   and  the  inhabitants  thereof 

and  individuals,  firms,  corporations,  townships  and  municipali- 
ties within  said  city  and  in  the  vicinity  thereof  with  water  for 
domestic,  sanitary,  manufacturing,  fire  and  other  purposes;  of 
acquiring,  erecting,  maintaining,  owning  and  operating  all  nec- 
essary, expedient  or  convenient  pumping  stations,  settling  basins, 
filtering  galleries,  reservoirs,  water  towers,  buildings,  structures, 
engines,  machinery,  appliances  and  equipment;  of  acquiring,  lay- 
ing and  maintaining  in  public  streets,  alleys,  lanes,  highways 
and  public  and  private  grounds,  pipe  lines,  conduits  and  con- 
nections through  which  to  distribute  water;  and  of  acquiring,  by 
lease,  purchase  or  otherwise,  owning,  selling  and  conveying  all 
such  real  estate,  water  rights,  easements  and  franchises  as  may 


105  FORMS— PURPOSE  CLAUSES.  Form  12? 

be  necessary  or  convenient  to  carry  into  effect  the  corporate  pur- 
poses aforesaid  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  125. 

Wine  or  Liquor  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
manufacturing  and  selling  at  wholesale  and  retail  spirituous, 
malt  and  vinous,  distilled  or  fermented  liquors,  wines  and  other 
beverages. 

To  acquire  and  own  all  such  real  estate  and  personal  property 
as  may  be  necessary  or  convenient  to  the  successful  accomplish- 
ment of  the  above  objects  and  purposes. 

No.  126. 
Wrecking  Company. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
erecting,  purchasing,  moving,  wrecking,  selling  and  erecting 
buildings  and  structures  and  building  material  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  127. 
Union  Depot  Company.    Articles  of  Incorporation. 

(G.  C.  §9160  et  seq.;   106  v.  317.) 

The  undersigned,  A.  B.,  president  of  The  E.  F.  Railroad 
Company,  and  C.  D.,  president  of  The  G.  H.  Railroad  Company, 
having  been  thereto  duly  authorized  and  directed  by  resolutions 
of  the  boards  of  directors  of  said  railroad  companies,  respectively, 
duly  passed,  hereby  associate  said  companies  to  become  a  body 
corporate,  in  accordance  with  the  laws  of  the  state  of  Ohio,  under 
the  following  articles: 

1.  The  name  of  said  corporation  shall  be  "The   

Union   Depot   Company." 

2.  The  names  of  said   companies  are   The  E.   F.   Railroad 
Company  and  The  G.  H.  Railroad  Company,  and  said  corpora- 
tion is  formed  for  the  purpose  of  purchasing  or  leasing  depot 
grounds,  and  locating,  constructing  and  maintaining  a  common 
or  union  station  house,  passenger  and  freight  depot,  and  term- 
inal and  connecting  tracks  for  the  use  of  both  steam  and  elec- 
tric railroads ;  and  of  constructing,  maintaining  and  operating 
in  connection  with  its  terminals  and  station  a  terminal  rail- 
road with  two  or  more  tracks  connecting  the  railroads  of  one  or 
more  companies;  and  of  constructing  and  maintaining  ware- 
houses, stores,  office  buildings,  hotels  and  other  structures  for 
the  accommodation  of  the  public  and  of  operating  or  leasing 
the  same;  and  exercising  all  the  powers  which  may  be  exer- 
cised by  such  corporations  under  the  laws  of  Ohio. 


Form  128  OHIO  PRIVATE  CORPORATIONS.  1Q6 

Said  depot,  terminals,  connection  tracks  and  structures  to 
be  operated  in  connection  therewith  are  to  be  constructed  in 
the  city  of ,  Ohio. 

3.  The  amount  of  capital  stock  necessary  to  obtain  a  site, 
and  construct,  maintain  and  operate  such  depot,  terminals, 
tracks  and  other  structures  is dollars  ($....). 

In  witness  whereof,  the  presidents  of  said  companies,  on 
behalf  of  said  companies,  have  hereunto  set  their  hands  and 
caused  the  seals  of  said  companies,  respectively,  to  be  hereto 

affixed  this   ....   day  of   ,  A.  D.  19 ... 

(Corporate  seal.)  The  E.  F.  Eailroad  Company. 

Attest ,  Secretary.  By  A.  B^,  President. 

(Corporate  seal.)  The  G.  H.  Eailroad  Company. 

Attest ,  Secretary.          By  C.  D.,  President. 

NOTE. — For  articles  of  interurban  depot  and  terminal  company,  see 
form  No.  118. 

No.  128. 

Record    of    Organization    Proceedings    of    Corporations    for 

Profit. 

NOTE. — Every  corporation  should  have  a  permanent  record  book  con- 
taining a  record  of  the  proceedings  of  the  incorporators,  stockholders 
and  directors.  On  the  title  page  should  be  entered  "Record  of  Proceed- 
ings of  the  Incorporators,  Stockholders  and  Directors  of  The  ....  Com- 
pany." 

On  the  first  page  an  entry  substantially  as  follows  should  be 
made: 

On  the day  of  ,  19 ,  ,  , 

,  and  ,  the  persons  named  below  as 

subscribers  of  articles  of  incorporation,  desiring  for  themselves, 
their  associates,  successors  and  assigns,  to  become  a  body  cor- 
porate, in  accordance  with  the  general  corporation  laws  of  Ohio, 

under  the  name  and  style  of  The  Company,  and  with 

all  the  corporate  rights,  powers,  privileges  and  liabilities  provided 
for  by  such  laws,  did  subscribe  and  acknowledge,  as  required  by 
law,  articles  of  incorporation  as  follows,  to  wit: 

(Copy  in  full  the  articles  of  incorporation,  together  with  the 
certificate  of  acknowledgment  and  certificate  of  the  clerk  as  to 
the  official  character  of  the  officer  taking  the  acknowledgment.  A 
copy  of  the  articles  is  furnished  by  the  secretary  of  state,  and  the 
certificate  of  the  secretary  of  state  as  to  the  filing  and  recording 
of  the  articles  should  also  be  copied  into  the  record.) 

(1)      PROCEEDINGS    OF  INCORPORATORS. 

On  this day  of ,19 ,  all  (or  "a  majority") 

of  the  incorporators  of  The Company  met  at 

to  order  the  opening  of  books  of  subscription  to  the  capital  stock 


107  FORMS— ORGANIZATION  PROCEEDINGS.  Form  128 

of  said  The   Company ;  to  fix  the  time  and  place  for 

such  opening  and  to  waive  the  notice  of  such  opening  required 
by  law  to  be  given;  and  having  agreed  upon  the  same  the  fol- 
lowing order  for,  and  waiver  of  notice  of,  the  opening  of  such 
books  of  subscription  was  made  in  writing  by  all  the  subscribers 
to  the  articles  of  incorporation. 

(a) 

ORDER  FOR,  AND  WAIVER  OF  NOTICE  OF,  OPENING  OF  BOOKS  OF 
SUBSCRIPTION. 

,  Ohio, ,  19... 

The  undersigned,  being (all,  or,  a  majority)  of  the 

subscribers  to  the  articles  of  incorporation  of  The Com- 
pany, do  hereby  order  that  books  be  opened  for  subscriptions  to 

the  capital  stock  of  said  Company  at  the  office  of  ,  in 

the  city  of  ,   ,  county,  Ohio,  on  the   day 

of ,  19. .,  at o'clock  . .  M.,  and  we  do  hereby 

in  writing  waive  (or  order)  the  notice  by  publication  of  the  time 
and  place  of  such  opening  of  books  of  subscription,  required  by 
law. 


Incorporators. 

NOTE. — If  all  the  incorporators  are  not  present  to  waive  notice,  or 
if  publication  is  deemed  best,  the  foregoing  forms  should  be  changed  in 
such  particulars  and  the  following  notice  must  be  published  at  least 
thirty  days  before  the  time  set  for  opening  in  a  newspaper  published 
or  generally  circulated  in  the  county  where  the  books  of  subscription 
are  to  be  opened: 

(b) 

NOTICE    OF    OPENING    BOOKS    FOR    SUBSCRIPTIONS    TO    CAPITAL 
STOCK   OF    THE    COMPANY. 

Pursuant  to  an  order  this  day  made  by  the  undersigned,  books 

for  subscriptions  to  the  capital  stock  of  The  Company 

will  be  opened  at  the  office  of ,  in  the  city  of , 

county,  Ohio,  on ,  19. .,  at o'clock  . .  M. 

,  Ohio,   ,  19... 


Incorporators. 


Form  128 


OHIO  PRIVATE  CORPORATIONS. 


108 


ORDER    DESIGNATING    ONE    INCORPORATOR     TO     RECEIVE     PAY- 
MENT   OF    INSTALMENTS    OF    SUBSCRIPTIONS. 

"We,  the  undersigned,  do  hereby  designate  and  appoint 

to  receive  payment,  from  the  subscribers  to  the  capital  stock  of 

The Company,  of  the  instalments  required  by  law  to  be 

paid  on  their  respective  subscriptions;  the  same  to  be  paid  to  the 
treasurer  of  said  corporation  as  soon  as  a  treasurer  is  elected  and 
qualified. 


Incorporators. 


(d) 


SUBSCRIPTION    BOOK 


Subscriptions  to  the  Capital  Stock 
of 

The  Company. 

We,  the  undersigned,   do  hereby  severally  subscribe  for  the 

number  of  shares  of  the  capital  stock  of  The Company 

set  opposite  our  respective  names,  and  do  agree  to  pay  therefor 
the  sum  of dollars  ($ )  per  share. 


Names. 


Shares. 


109  FORMS— ORGANIZATION  PROCEEDINGS.  Form  128 

(e) 

SEPARATE  SUBSCRIPTION  FOR  STOCK. 

Subscription  for  Stock. 

The    Company. 

Suite    ,    Building,    ,    Ohio. 

Capital  Stock,  $ 

,  Ohio, ,  19... 

The  undersigned  applies  for shares  of  the  capital  stock 

of  The    Company,   of    ,   Ohio,   and  hereby 

agrees  to  accept  such  portion  thereof  as  may  be  allotted  and  to 
pay  therefor  the  sum  of  One  Hundred  Dollars  ($100)  per  share. 

Name   

Address    

Number  of  shares   . 


(f) 

CERTIFICATE  OF  SUBSCRIPTION  OF  TEN  PERCENT. 

The    Company. 

Certificate  of  Subscription. 

,  Ohio,  ,  19... 

To  the  Secretary  of  State,  Columbus,  Ohio: 

"We,  the  undersigned,  all  (or,  a  majority)  of  the  incorporators 

of  The Company,  do  hereby  certify  that  on  the  .... 

day  of   ,   19..,  all  the  incorporators  of  said   Company 

did  order,  in  writing,  that  books  be  opened  for  subscriptions  to 

the  capital  stock  of  said  Company  at ,  on  the  ....  day 

of    ,  19..,  at   ....    o'clock   ..    M.  and,  at  the  same 

time,  did  waive,  in  writing,  the  notice  by  publication  of  the  time 
and  place  of  such  opening  of  books  of  subscription,  required  by 
law;  and  further,  said  books  having  been  opened  at  the  time 
and  place  ordered,  that  ten  percent  of  the  capital  stock  of  said 
Company  has  been  subscribed. 


Incorporators. 

NOTE. — If  the  notice  by  publication  was  not  waived,  the  certificate 
should  be  changed  accordingly,  to  show  publication. 

The  incorporators  are  personally  liable  for  any  deficiency  in  the 
actual  payment  of  ten  percent  of  the  stock  subscribed  for.  G.  C.  §  8634. 

It  is  imprudent  for  the  incorporators  to  permit  an  election  for 
directors  to  be  held  until  such  payment  has  been  made.  It  is  proper  for 
the  incorporators  to  designate  one  of  their  number  to  receive  payments. 


Form  128  OHIO  PRIVATE  CORPORATIONS.  HO 

(g) 

ORDER  FOR   FIRST   STOCKHOLDERS'    MEETING 

,  Ohio,  ,  19... 

We,  the  undersigned,  do  hereby  certify  that  the  foregoing  is 
a  true  and  correct  record  of  the  proceedings  by  us  had  as  sub- 
scribers to  the  articles  of  incorporation  of  The Company 

in  the  organization  of  said  corporation,  and  we  do  hereby  ap- 
point the  office  of in  the  city  of ,  Ohio,  as  the 

place,  and   ,  19..,  at   ....   o'clock   ..   M.,  as  the  time, 

for  holding  the  first  meeting  of  stockholders  of  said  corporation 
for  the  election  of  directors  and  the  transaction  of  such  other 
business  as  may  come  before  said  meeting. 


Incorporators. 
(2)      PROCEEDINGS  OF  STOCKHOLDERS. 

(a) 

NOTICE   OF   FIRST    MEETING    OF    STOCKHOLDERS. 

Notice  is  hereby  given  that  the  first  meeting  of  the  stock- 
holders of  The Company  will  be  held  at  the  office  of 

in  the  city  of ,  Ohio,  on  the  ....  day  of , 

19..,  at  ....  o'clock  ..  M.  for  the  election  of  directors  and  the 
transaction  of  such  other  business  as  may  come  before  said  meet- 
ing. 


Incorporators. 

NOTE. — The  above  notice  should  be  published  for  at  least  thirty  days 
before  the  time  set  for  the  meeting.  The  notice,  however,  may  be  waived 
in  writing  in  case  all  subscribers  to  the  capital  stock  are  present  in  person 
or  by  proxy. 

(b) 

WAIVER  OF  NOTICE  OF  FIRST  MEETING  OF  STOCKHOLDERS. 

,  Ohio,  ,  19... 

We,  the  undersigned,  being  all  of  the  subscribers  to  the  capital 

stock  of  The Company  and  being  all  this  day,  at   .... 

o'clock  .  .M.,  present,  in  person  or  by  proxy,  at  the  first  meeting 


Ill 


FORMS— ORGANIZATION  PROCEEDINGS. 


Form  128 


of  stockholders  of  said  Company,  at  the  office  of in  the 

city  of ,  Ohio,  do  hereby  waive  the  notice  of  such  meet- 
ing required  by  law,  and  agree  that  the  same  may  be  held  forth- 
with. 


Stockholders. 

Proxies. 

Shares. 

(c) 

MINUTES    OF    FIRST    STOCKHOLDERS'    MEETING. 

,  Ohio,  ,  19. .. 

Pursuant  to  the  foregoing  waiver  and  agreement  the  stock- 
holders of  The  Company  met  at  the  time  and  place 

therein  mentioned,  being  the  time  and  place  designated  by  the 
incorporators  for  the  holding  of  the  first  meeting  of  stockholders. 

On  motion  of ,  duly  seconded  and  carried,  Mr 

was  chosen  chairman  and  Mr secretary  of  the  meeting. 

Mr presented  and  read  the  proposed  code  of  regu- 
lations hereinafter  set  forth  for  the  government  of  this  corpora- 
tion and  moved  their  adoption.  The  motion  was  duly  seconded 
and shares,  being  the  entire  capital  stock  of  said  corpora- 
tion being  cast  in  the  affirmative  and  no  shares  of  stock  being 
cast  in  the  negative,  it  was  resolved  that  the  code  of  regulations 
hereinafter  set  forth  be  adopted  as  the  code  of  regulations  gov- 
erning this  corporation,  and  that  the  written  assent  of  the  stock- 
holders favoring  the  adoption  of  such  resolutions  be  recorded  in 
the  minutes  of  the  meeting. 

NOTE. — Minutes  of  the  first  meeting  of  stockholders  are  continued  on 
page  125.  Provisions  and  suggestions  for  regulations  are  given  in  the 
intermediate  pages. 


Form  128  OHIO  PRIVATE  CORPORATIONS.  112 

(*) 

REGULATIONS  OF  A  CORPORATION  FOR  PROFIT. 

Regulations  of  The Company. 

ARTICLE  I.     STOCK. 

(a).  Certificates  of  stock.  Each  stockholder  of  this  Company, 
whose  stock  has  been  paid  up,  shall  be  entitled  to  a  certificate  or 
certificates  showing  the  amount  of  stock  registered  in  his  name 
on  the  books  of  the  Company.  Each  certificate  shall  be  issued 
in  numerical  order  from  the  stock  certificate  book,  and  be  signed 
by  the  president  and  secretary.  A  full  record  of  each  certificate, 
as  issued,  shall  be  entered  on  the  stub  thereof. 

(b).  Transfers  of  stock.  Transfers  of  stock  shall  be  made 
»  only  on  the  books  of  the  Company,  and  must  be  accompanied  by 
the  surrender  of  the  certificates,  properly  assigned,  evidencing 
the  stock  so  transferred.  Certificates  so  surrendered  shall  be 
cancelled  and  attached  to  the  stubs  corresponding  thereto  in  the 
stock  certificate  book. 

(c).  Lost,  destroyed  or  mutilated  certificates.  If  any  certifi- 
cate of  stock  in  this  Company  becomes  worn,  defaced  or  mutilated, 
/  the  directors,  upon  production  and  surrender  thereof,  may  order 
the  same  cancelled  and  may  issue  a  new  certificate  in  lieu  of  the 
same.  If  any  certificate  of  stock  be  lost  or  destroyed,  the  di- 
rectors, upon  the  giving  of  a  proper  bond  of  indemnity  with 
surety  to  their  satisfaction,  may  issue  a  new  certificate  in  lieu 
thereof  to  the  person  entitled  to  such  lost  or  destroyed  certificate. 

ARTICLE  II.    MEETINGS  OF  STOCKHOLDERS. 

(a).     Annual   meeting.     The   annual  meeting   of   the   stock- 
holders of  this  Company  shall  be  held  at  the  principal  office  of 
i      the  Company  in  . . ... . , . ,  Ohio,  on  the  first  Monday  in  January 

of  each  year  at  10  o'clock  A.  M..  if  not  a  legal  holiday,  but  if 
a  legal  holiday,  then  on  the  day  following  at  the  same  hour. 

(b).  Special  meetings  of  the  stockholders  may  be  held  at  any 
time  pursuant  to  a  resolution  of  the  board  of  directors,  or  by 
a  call  signed  by  two  stockholders.  Calls  for  special  meetings 
shall  specify  the  time,  place  and  object  or  objects  thereof,  and  no 
business  other  than  that  specified  in  the  call  shall  be  considered 
at  any  such  meeting. 

(c).  Notice  of  meetings.  A  written  or  printed  notice  of 
every  regular  or  special  meeting  of  the  stockholders,  stating  the 
time  and  place,  and  in  case  of  special  meetings,  the  objects 
N  thereof  shall  be  given  each  stockholder  appearing  on  the  books 
of  the  company  by  mailing  the  same  to  his  last  known  address 
at  least  ten  days  before  any  such  meeting.  Provided,  however, 


113  FORMS— REGULATIONS.  Form   128 

no  failure  or  irregularity  of  notice  of  any  regular  meeting  shall 
invalidate  the  same   or  any  proceeding  thereat. 

(d).     Quorum.     A  majority  in  amount  of  stock  issued  and 
£,  outstanding   shall   constitute    a    quorum    for    the    transaction    of 
business. 

ARTICLE  III.    DIRECTORS. 

The  number  of  directors  shall  be  five.     The  election  of  di- 
rectors shall  be  held  at  the  annual  meeting  of  the  stockholders, 
*  or  at  a  special  meeting  called  for  that  purpose.     Directors  shall 
hold  office  for  one  year,  or  until  their  successors  are  elected  and 
qualified. 

Directors  chosen  at  the   first  election   shall   hold  office  until 
'  the  time  fixed  for  the  next  annual  meeting,  or  until  their  suc- 
cessors are  elected  and  qualified.     All  directors  must  be  holders 
of  at  least  one  share  of  the  capital  stock  of  this  Company. 

A  majority  of  the  directors  must  be  citizens  of  the  state  of 
1  Ohio. 

ARTICLE  IV.     OFFICERS. 

The  officers  of  the  Company  shall  be  a  president,  vice-presi- 
dent, secretary,  and  treasurer.  Two  offices  may  be  held  by  one 
person.  Said  officers  shall  be  chosen  by  the  board  of  directors 
by  a  majority  ballot,  and  shall  hold  office  for  one  year  or  until 
their  successors  are  elected  and  qualified,  except  that  officers 
elected  at  the  first  meeting  of  the  directors  shall  hold  office 
until  the  next  annual  meeting  of  directors,  or  until  their  succes- 
sors are  chosen  and  qualified,  provided,  however,  any 
REMOVAL,  officer  may  be  removed  at  any  time  by  a  vote  of  two- 
thirds  of  the  members  of  the  board  of  directors. 

All  officers  must  be  holders  of  at  least  one  share  of  the 
capital  stock  of  this  Company. 

ARTICLE  V.    DUTIES  OF  OFFICERS. 

(a).  President.  The  president  shall  preside  at  all  meetings 
of  stockholders  and  directors,  sign  the  records  thereof,  and, 
together  with  the  secretary,  shall  sign  all  certificates  of  stock  and 
^  all  other  written  contracts  and  obligations  of  the  Company  ex- 
cept checks,  and  perform  generally  all  the  duties  incident  to  the 
office,  and  such  further  and  other  duties  as  may  be  from  time 
to  time  required  of  him  by  the  stockholders  or  directors. 

(b).  Vice-President.  The  vice-president  shall  perform  all 
the  duties  of  the  president  in  case  of  the  absence  or  disability  of 
the  latter.  In  case  both  president  and  vice-president  are  absent 
or  unable  to  perform  their  duties,  the  stockholders  or  directors, 
as  the  case  may  be,  may  appoint  a  president  pro  tempore. 

(c).     Secretary.     The  secretary  shall  keep  minutes  of  all  the 


, 


Form  128  OHIO  PRIVATE  CORPORATIONS.  114 

proceedings  of  the  stockholders  and  directors  of  this  Company 
and  make  a  proper  record  of  the  same,  which  shall  be  attested 
by  him.  He  shall  keep  such  books  as  may  be  required  by  the 
board  of  directors,  and  shall  have  charge  of  the  seal  and  stock 
books  of  the  Company  and  shall  issue  and  attest  all  certificates 
of  stock,  and  generally  perform  such  duties  as  may  be  required 
of  him  by  the  stockholders  or  directors. 

(d).  Treasurer.  The  treasurer  shall  receive  and  have  in 
charge  all  money,  bills,  notes,  bonds,  and  similar  property  be- 
longing to  the  Company,  and  shall  do  with  the  same  as  may  be 
ordered  by  the  board  of  directors.  He  shall  sign  all  checks  and 
shall  keep  such  financial  accounts  as  may  be  required,  and  shall 
generally  perform  such  duties  as  may  be  required  of  him  by  the 
stockholders  and  directors.  On  the  expiration  of  his  term  of 
office,  he  shall  turn  over  to  his  successor,  or  to  the  board  of  di- 
rectors, all  property,  books,  papers  and  money  of  the  Company 
in  his  hands. 

AETICLE  VI.     COMPENSATION  OF  OFFICERS. 

The  compensation  of  directors  shall  be  such  as  the  stock- 
holders may  from  time  to  time  determine.  The  compensation  of 
other  officers  shall  be  fixed  by  the  board  of  directors. 

The  treasurer  and  other  officers,  if  required  by  the  board  of 
directors,  shall  furnish  bonds  for  the  faithful  performance  of 
their  duties  in  such  amount,  and  with  such  sureties,  as  may  be 
fixed  and  required  by  the  board  of  directors. 

(NOTE. — For  substitute  Article  VI,  see  special  provisions  following:) 

AETICLE  VII.     SEAL. 

\ 

The   corporate   seal   of  this   Company  shall  be  circular  with 
•  the  words  "The  Company"  and  " ,  Ohio,"  sur- 
rounding the  word  "seal." 

ARTICLE  VIII.     ORDER  OF  BUSINESS. 

Unless  changed  by  a  majority  vote  at  all  stockholders'  meet- 
/   ings  the  order  of  business  shall  be  as  follows: 

(1)  Reading  of  the  minutes. 

(2)  Eeading  of  reports  and  statements. 

(3)  Unfinished  business. 

(4)  Election  of  directors. 

(5)  New  or  miscellaneous  business. 

ARTICLE  IX.    AMENDMENTS. 

These  regulations  may  be  adopted,  amended  or  repealed  by 
the  written  assent  of  the  owners  of  two-thirds  of  the  stock  of 


115  FORMS— REGULATIONS.  Form   128 

this  Company,  or  by  the  vote  of  the  owners  of  a  majority  of  the 
stock  at  a  meeting  called  and  held  for  that  purpose. 


SPECIAL  PROVISIONS. 

NOTE. — The  following  provisions  may  be  included  in  the  regulations, 
if  desired. 

ARTICLE .    WHO  MAY  VOTE  AT  STOCKHOLDERS'  MEETINGS. 

At  all  meetings  of  stockholders,  only  such  persons  shall  be 
entitled  to  vote  who  appear  as  stockholders  upon  the  books  of 
the  corporation  for  ten  days  next  prior  to  such  meeting. 

ARTICLE  .    PROXIES. 

The  instrument  appointing  a  proxy  shall  be  in  writing  and 
subscribed  by  the  person  making  the  appointment. 

The  instrument  appointing  a  proxy  shall  be  deposited  at  the 
office  of  the  Company  not  less  than  twenty-four  hours  before  the 
time  for  holding  the  meeting  at  which  the  person  named  in  such 
instrument  proposes  to  vote. 

No  instrument  appointing  a  proxy  shall  be  valid  after  the 
expiration  of  six  months  from  the  date  of  its  execution,  and  no 
proxy  shall  be  used  at  an  adjourned  meeting  which  could  not 
have  been  used  at  the  original  meeting. 

A  vote  in  accordance  with  the  terms  of  a  proxy  shall  be  valid, 
notwithstanding  the  previous  death  of  the  principal  or  revocation 
of  the  appointment,  or  the  transfer  of  the  share  on  which  the 
vote  was  given,  unless  notice  in  writing  of  the  death,  revocation 
or  transfer  shall  have  been  received  at  the  office  of  the  Company 
at  least  twenty-four  hours  before  the  meeting. 

ARTICLE  .     ADDITIONAL  OFFICERS.    DUTIES  AND  SALARIES. 

(NOTE. — The  following  may  be  added  to  Article  V  of  the  Code  of 
Regulations,  supra.  The  titles  of  the  offices  should  also  be  inserted  in 
Article  IV.) 

(e).  General  manager.  The  general  manager  shall,  under 
the  supervision  of  the  board  of  directors  and  the  president,  have 
charge  of  and  manage  the  active  business  operations  of  the 
Company.  He  shall  perform  such  further  duties  and  make  such 
reports  as  may  be  required  of  him  by  the  board  of  directors,  and 

shall  receive  such  salary,  not  exceeding  dollars  per 

annum,  as  may  he  fixed  by  the  board  of  directors. 

(f).  Counsel.  Counsel  of  the  company  shall  prepare  all  such 
contracts  required  in  the  business  of  the  Company,  and  shall 
examine  and  pass  upon  all  such  instruments  presented  to  the 


Form  128  OHIO  PRIVATE  CORPORATIONS.  H6 

Company  as  may  be  referred  to  him  by  its  officers.  He  shall 
advise  with  the  officers  of  the  Company  in  all  such  matters 
pertaining  to  its  affairs  as  may  require  his  consideration.  He 

shall  receive  such  annual  retainer,  not  exceeding   dollars 

per  annum,  as  may  be  fixed  by  the  board  of  directors. 

(g)  Auditor.  The  auditor  shall  have  supervision  over  the  account 
books,  and  over  all  books  and  papers  relating  thereto,  and  shall 
examine  all  vouchers  and  audit  all  accounts.  He  shall  keep 
such  records  as  will  at  all  times  show  the  condition  of  the  busi- 
ness, finances  and  accounts  of  the  Company.  At  least  twice  dur- 
ing each  year  he  shall  verify  the  assets  of  the  Company,  and 
shall  make  -such  reports  and  statements  as  may  be  required  by 
the  board  of  directors. 


ARTICLE  .     COMPENSATION  OF  OFFICERS. 

Note. — The  following  may  be  used  as  a  substitute  for  Article  VI  of 
the  Code  of  Regulations,  supra. 

Directors.  Each  director  shall  receive  the  sum  of  five  dollars 
as  compensation  for  his  attendance  at  any  regular  or  special 
meeting  of  the  board  of  directors,  and  shall  receive  no  other 
compensation  for  his  services  as  a  director  of  the  Company. 

The  president  shall  receive  such  compensation,  not  exceeding 

dollars  per  annum,  as  may  be  fixed  by  the  board  of 

directors. 

The  vice-president  shall  receive  no  compensation  whatever. 

The  secretary  shall  receive  such  salary,  not  exceeding  

dollars  per  annum,  as  may  be  fixed  by  the  board  of  directors. 

The  treasurer  shall  receive  such  compensation,  not  exceeding 

dollars  per  annum,  as  may  be  fixed  by  the  board  of 

directors. 


ARTICLE .    DUTIES  OF  OFFICERS  MAY  BE  DELEGATED. 

In  case  of  the  absence  of  any  officer  of  the  corporation,  or 
for  any  other  reason  which  the  directors  may  deem  sufficient,  the 
directors  may  delegate  the  powers  or  duties  of  such  officer  to  any 
other  officer,  or  to  any  director,  for  the  time  being,  provided  a 
majority  of  the  entire  board  concur  therein. 

ARTICLE .    REGULAR  MEETINGS  OF  DIRECTORS. 

The  board  of  directors  shall  hold  regular  meetings  at  the 
office  of  the  Company  at  two  o'clock  P.  M.  on  the  first  Tuesday 
of  each  month,  if  not  a  legal  holiday.  If  a  legal  holiday,  then 
on  the  day  following  at  the  same  hour. 


117  FORMS— REGULATIONS.  F0rm  128 

ARTICLE .    EXECUTIVE  COMMITTEE. 

The  president,  secretary  and  treasurer  shall  together  consti- 
tute an  executive  committee  which  shall,  in  the  interim  between 
meetings  of  the  directors,  exercise  all  the  powers  of  that  body 
in  accordance  with  the  general  policy  of  the  Company  and  the 
instructions  of  the  board  of  directors.  Meetings  of  the  execu- 
tive committee  shall  be  held  on  call  of  the  president  or  of  any 
two  members  of  the  committee.  All  members  of  the  committee 
shall  be  notified  of  its  meetings  and  a  majority  of  its  members 
shall  constitute  a  quorum.  The  executive  committee  shall  keep 
a  record  of  its  meetings  and  transactions  which  shall  at  all  times 
be  open  to  the  inspection  of  any  director. 

ARTICLE .    EXECUTIVE  COMMITTEE.     (ANOTHER  FORM.) 

The  board  of  directors  may  appoint,  at  their  discretion,  an 
executive  committee  of  not  less  than  two  members  from  their 
own  number,  who  shall  have  charge  of  the  management  of  the 
business  and  affairs  of  the  Company  in  the  interim  between 
meetings  of  directors,  with  power  to  fix  prices  for  the  Company's 
products,  determine  credits,  and  generally  to  discharge  the  duties 
of  the  board  of  directors,  but  not  to  incur  debts  excepting  for 
current  expenses,  and  to  replace  stock  or  raw  materials  in  the 
usual  course  of  business,  unless  specially  authorized.  Such  exec- 
utive committee  shall  at  all  times  act  under  the  direction  and 
control  of  the  board  of  directors  and  shall  make  report  of  their 
acts  and  transactions  to  the  board,  which  shall  form  part  of  the 
records  of  the  Company. 

ARTICLE  .    LIEN   OF   COMPANY   ON   STOCK. 

(a)  The    Company   shall    have   a   first    and   paramount    lien 
upon    all    shares    registered    in    the    name    of    each    stockholder, 
whether  held  solely  or  jointly  with  others,  for  his  debts,  liabilities 
and  engagements,  solely,  or  jointly  with  any  other  person,  to  or 
with  the  Company,  whether  the  period  for  the  payment,  fulfill- 
ment  or   discharge   thereof   shall   have    actually   arrived   or   not. 
And   such  lien  shall   extend   to   all   dividends  declared   on   such 
shares.     A  memorandum  of  this  article  shall  be  printed  on  each 
certificate. 

(b)  Sale  to  satisfy  lien.     After  default  on  any  debt,  liability 
or  engagement  above  referred  to,  on  ten  days'  notice  by  mail  or 
publication,  the  directors  may  sell  the  shares  of  the  stockholder 
so  in  default  at  either  public  or  private  sale  and  may  purchase 
the  same  on  behalf  of  the  Company,  if  the  same  can  not  be  other- 
wise satisfactorily  sold.     The  net  proceeds  of  any  such  sale  shall 
be  applied  in  or  towards  satisfaction  of  the  debts,  liabilities  or 


Form  128  OHIO  PRIVATE  CORPORATIONS. 

engagements  of  such  stockholder,  and  the  residue,  if  any,  paid 
to  him  or  his  executors,  administrators  or  assigns. 

ARTICLE .    ANNUAL  AUDIT  AND  APPRAISAL. 

In  the  month  of  December  of  each  year  an  audit  of  the  books 
of  account  and  an  appraisal  of  all  the  property  and  assets  of  the 
Company  shall  be  made  by  a  competent  and  responsible  Audit 
Company  or  Accountant,  selected  by  the  board  of  directors. 

The  report  of  such  Audit  Company  or  Accountant  shall  be 
printed  and  a  copy  thereof  mailed  by  the  secretary  to  each  stock- 
holder appearing  on  the  books  of  the  Company  at  least  five  days 
before  the  date  of  the  annual  meeting  of  stockholders. 

(e) 

REGULATIONS   OF   A   CLUB. 

ARTICLE  I.    NAME  AND  LOCATION. 

1.  The  name  of  this  corporation  shall  be  The    

Club    Company. 

2.  It  shall  be  located  within  the  corporate  limits  of  the  city 
of   ,  Ohio. 

ARTICLE  II.    OFFICERS. 

The  officers  of  the  Club  shall  be  a  president,  a  vice-president, 
a  secretary  and  a  treasurer. 

ARTICLE  III.    DUTIES  OF  OFFICERS. 

1.  .The  president  shall  preside   at  all  the   meetings   of  the 
Club.     He  shall,  with  the  secretary,  sign  all  certificates  of  stock 
and  all  other  written  contracts  and  obligations  of  the  Club,  except 
checks,  and  in  general  perform  all  duties  incident  to  the  office. 
He  shall  be  ex-officio  president  of  the  board  of  directors. 

2.  In  the  absence  of  the  president,  the  vice-president  shall 
perform  all  the  duties  of  the  president. 

3.  The    secretary  shall   give   notice   of   all   meetings   of   the 
Club,  and  shall  keep  minutes  of  such  meetings.     He  shall  be  ex- 
officio  secretary  of  the  board  of  directors.     He  shall  keep  a  roll 
of  members,   and   notify   the   treasurer   of   the   election    of   new 
members.     He  shall  conduct  the  correspondence  of  the  Club  and 
be  the  custodian  of  its  records,  documents   and  seal.     Together 
with  the  president,  the  secretary  shall  sign  all  certificates  of  stock 
and  all  the  written  contracts  and  obligations  of  the  Club,  except 
checks,   and  in   general   perform   all   the   duties   incident  to  the 
office.     He  shall  be  exempt  from  payment  of  the  annual  dues. 


119  FORMS— REGULATIONS.  Form   128 

4.  The  treasurer  shall  collect  the  assessments  on  stock,  an- 
nual dues,  and  other  sums  due  the  Club.  He  shall  sign  all  checks 
and  pay  the  bills  for  authorized  expenses  when  they  are  certified 
by  the  person  empowered  to  make  the  expenditure.  He  shall 
keep  the  books  of  the  Club.  The  treasurer  shall  be  exempt  from 
payment  of  the  annual  dues. 

ARTICLE  IV.    DIRECTORS. 

1.  The  board  of  directors  shall  consist  of  the  president,  vice- 
president,  treasurer,  secretary  and  chairman  of  the  entertainment 
committee,  all  ex-officio,  and  nine  others,  three  of  whom  shall  be 
elected  at  each  annual  meeting  of  the  Club,  to  hold  office  for 
three  years. 

2.  The  board  of  directors  shall  have  general  charge  of  the 
affairs,  finances  and  property  of  the  Club  and  general  control  of 
all  committees,  and  shall  present  a  report  at  the  annual  meeting. 

3.  The  board  of  directors  shall  be  empowered  to  fill  a  vacancy 
in  any  office,  or  in  any  committee,  or  in  its  own  body,  by  the 
appointment  of  a  member  to  serve  until  the  next  annual  election. 

4.  The  board  of  directors  shall  hold  stated  meetings  on  the 
Monday  following  the  annual  election  and  on  the  third  Monday 
of  April,  June,  October,  December  and  February,  and  such  spe- 
cial meetings  as  may  be  called  by  the  president  or  secretary. 

5.  Seven  of  its  members  shall  constitute  a  quorum. 

6.  At  its  regular  February  meeting  the  board  of  directors 
shall  appoint  a  nominating  committee  of  five  members,  not  more 
than  two  of  whom  shall  be  members  of  the  board,  which  shall 
prepare  and  post  on  the  bulletin  in  the  club-house,  not  less  than 
twenty  days  prior  to  said  annual  meeting,  a  list  consisting  of  a 
candidate  for  each  of  the  offices  and  places  upon  committees  to 
be   filled   at  such  annual  meeting.     Other  names  may  be   pro- 
posed for  any  of  the  positions  to  be  filled  at  such  annual  meet- 
ing by  any  twenty  members  of  the  Club  causing  the  same,  with 
their  signatures,  to  be  presented  to  the  nominating  committee 
not  less  than  five  days  prior  to  such  annual  meeting,  whereupon 
such  committee  shall  post  the  same  on  the  bulletin  board  as  can- 
didates.    From  the  ticket  proposed  by  such  nominating  commit- 
tee, together  with  such  other  candidates,  as  shall  be  posted  as 
hereinbefore  provided,  shall  be  elected  at  such  annual  meeting 
the  officers  and  members  of  committees  for  the  ensuing  year. 

ARTICLE  V.    HOUSE  COMMITTEE. 

There  shall  be  a  house  committee,  consisting  of  three  mem- 
bers, appointed  for  one  year  by  the  board  of  directors,  at  least 
one  of  whom  shall  be  a  member  of  such  board.  The  committee 


Form  128  OHIO  PRIVATE  CORPORATIONS.  120 

shall  have  charge  of  the  club-house,  shall  arrange  for  catering 
and  have  the  oversight  and  control  of  the  prices  of  the  same; 
shall  receive  complaints,  appoint  and  dismiss  all  employees,  and 
in  general  have  supervision  over  the  internal  economy  and  regu- 
lation of  the  club-house,  its  premises  and  other  property,  except 
such  property  as  is  assigned  to  the  supervision  of  other  officers 
or  committees.  The  house  committee  shall  provide  rules,  not 
inconsistent  with  these  regulations,  governing  the  use  of  the 
Club  property. 

ARTICLE  VI.    ENTERTAINMENT  COMMITTEE. 

1.  There  shall  be  an  entertainment  committee,  consisting  of 
a  chairman  and  four  others  elected  annually  by  the   Club. 

2.  The  committee  shall  arrange  for  such  social  and  literary 
entertainment  as  in  its  opinion  will  promote  best  the  interests 
and  purposes  of  the  Club. 

ARTICLE  VII.     COMMITTEE  ON  LITERATURE  AND  ART. 

1.  There  shall  be  a  committee  on  literature  and  art,  consist- 
ing of  three  members,  elected  annually  by  the  Club. 

2.  The  committee  shall  have  charge  of  the  acquisition  of  all 
books,  periodicals  and  works  of  art;  and  no  book,  periodical  or 
work  of  art  shall  be  deposited  in  the  club-house  without  the  com- 
mittee's approval. 

ARTICLE  VIII.     AUDITING  COMMITTEE. 

1.  There  shall  be  an  auditing  committee,  consisting  of  three 
members,  elected  annually  by  the  club. 

2.  The  committee  shall  audit  the  accounts  of  the  treasurer 
at  least  once  each  year,  shall  report  each  audit  to  the  board  of 
directors  and  shall  report  at  the  annual  meeting  of  the  Club. 

3.  No  officer,  member  of  the  board  of  directors,  or  of  any 
other  standing  committee  shall  be  eligible  to  membership. 

4.  The  committee  shall  be  empowered  to  engage  the  assist- 
ance of  an  expert  bookkeeper. 

ARTICLE  IX.    ATHLETICS  COMMITTEE. 

1.  There  shall  be  an  athletics  committee,  consisting  of  three 
members  appointed  for  one  year  by  the  board  of  directors,   at 
least  one  of  whom  shall  be  a  member  of  such  board. 

2.  The  committee  shall  have  charge  of  all  property  of  the 
Club   nsed   in   connection   with   athletics    and   shall    arrange    all 
tournaments  and  interclub  contests. 


121  FORMS— REGULATIONS   OF   A    CLUB.  Form    128 

ARTICLE  X.     ADMISSION  COMMITTEE. 

1.  There  shall  be  an  admission  committee,  consisting  of  nine 
members,  to  serve  three  years,  three  of  whom  shall  be  appointed 
annually   by  the   board   of   directors   at   its   first   meeting.     The 
names  of  the  appointees  shall  not  be  posted  or  published. 

2.  The   committee   shall   investigate   the   eligibility    and   act 
upon   the  names   of  all  candidates   for   admission  that  shall   be 
presented,  as  hereinafter  provided.     When  the  name  of  a  person 
proposed  for  membership   has  been  forwarded  to   the  admission 
committee  as  provided  in  Article  XIV,  Section  1,  the  committee 
shall   determine  whether  to  post   such   name,   and   if  it  decides 
to  post  the  same,  the  name  shall  then  be  posted  as  provided  in 
said  article. 

3.  Five  members  shall  constitute  a  quorum  of  the  admission 
committee. 

ARTICLE  XI.    MEETINGS  AND  ELECTION  OF  OFFICERS. 

1.  The  members  of  the  Club  shall  meet  annually  at  8  P.  M. 
on  the  third  Monday  of  March  for  the  election  of  officers,  di- 
rectors and  elective  committees  and  for  the  transaction  of  other 
business.     Notice  of  such  meeting  shall  be  posted  in  the   club- 
house and  mailed  to  each  member  at  least  one  week  prior  thereto. 
Officers  and  members  of  committees  thus  elected  shall  serve  until 
their  successors  are  elected  and  qualified. 

2.  All  elections  shall  be  by  ballot.    The  ballots  shall  contain 
the  names  of  all  candidates  regularly  nominated.     The  ballots 
shall  be  prepared  and  furnished  by  the  secretary. 

3.  At  the  annual  meeting  of  the  Club,  the  order  of  business 
shall  be: 

(a)  Reading  of  minutes  of  last  meeting. 

(b)  Report  of  the  secretary. 

(c)  Report  of  the  treasurer  and  auditors. 

(d)  Report  of  the  board  of  directors. 

(e)  Reports  of  the  committees. 

(f)  Election  of  officers. 

(g)  General  business. 

4.  Special  meetings  of  the  Club  members  may  be  called  at 
any  time  by  the  board  of  directors  and  shall  be  called  by  them 
upon  written  request  of  twenty  members  or  more.     Notice  of  any 
special  meeting  and  the  object  of  the  same  shall  be  given  in  the 
same  manner  as  for  the  annual  meeting,  and  no  business  not 
thus  announced  shall  be  transacted  at  such  special  meeting. 

5.  A   majority  of  the  resident  members,   present  either  in 
person  or  by  proxy,  shall  constitute  a  quorum  at  any  meeting 
of  the  Club. 


Form  128  OHIO  PRIVATE  CORPORATIONS.  122 

AKTICLE  XII.    MEMBERSHIP. 

•1.     Any  man  residing  or  having  a  place  of  business  in 

county  shall  be  eligible  to  membership,  subject,  however  to  section 
3  of  this  article. 

2.  The    resident    membership   shall   not   be    increased   above 

hundred  except  by  resolution  of  the  board  of  directors, 

and  shall  in  no  case  exceed hundred  in  number. 

3.  No  person  may  become  a  resident  member  until  he  has 
become  a  stockholder  in  this  corporation,  and  prior  to  final  con- 
sideration of  his  application  by  the  admission  committee,  he  shall 
deposit  with  the  treasurer  a  sum  sufficient  to  meet  any  assessments 
on  his  stock  then  due. 

4.  The  admission  committee  may  extend  the  privileges  of  the 
Club  to   commissioned   officers   of   the   United   States   army   and 
navy,  and  to  such  men  of  public  distinction  as  the  committee 
may  designate;   and   those   to   whom   privileges   are   so   extended 
shall  pay  half  resident  dues. 

ARTICLE  XIII.     NONRESIDENT  MEMBERS. 

1.  Any  person  not  residing,  or  having  a  place  of  business  in 
count}r,  who  is  eligible  under  the  provisions  of  Ar- 
ticle  XII,   may   become   a   nonresident   member,   subject   to   the 
same  conditions  of  proposal  and  election   as  obtain  in  the  case 
of  resident  members,  except  that  in  lieu  of  the  purchase  of  a 
share  of  stock,  he  shall  be  required  to  pay  an  initiation  fee  of 
dollars. 

2.  Nonresident  members  shall  not  be  permitted  to  vote  or 
to  hold  office  in  the  Club. 

3.  A  nonresident  member  becoming  a  resident  of   

county  may  become  a  resident  member  if,  or  as  soon  as  there  is 
a  vacancy,  by  becoming  a  stockholder  and  paying  resident  dues, 
and  failing  so  to  do,  within  three  months  after  written  notice  of 
such  vacancy  has  been  given  him  by  the  secretary,  his  member- 
ship   shall    be    terminated.      When    any    resident    member    shall 

cease  to  have  a  residence  or  place  of  business  in county, 

he  may,  upon  written  request  to  the  secretary,  become  a  nonresi- 
dent member,  and  shall  then  pay  nonresident  dues. 

ARTICLE  XIV.    ELECTION  OF  MEMBERS. 

1.  Candidates  for  membership  must  be  proposed  and  sec- 
onded by  members  of  the  Club,  by  letters  addressed  to  the  ad- 
mission committee.  These  letters  must  state  the  name,  residence 
and  present  occupation  of  the  candidate  and  they  must  set  forth 
fully  the  grounds  of  recommendation.  If  the  committee  deter- 
mines to  post  the  name  of  the  candidate  as  provided  in  Article 


123  FORMS— REGULATIONS  OF  A  CLUB.  Form  128 

X,  Section  2,  the  facts  constituting  his  eligibility,  together  with 
the  names  of  his  proposer  and  seconder,  shall  be  posted  on  the 
bulletin  board  in  the  club-house  and  remain  posted  for  at  least 
two  weeks  before  final  action  may  be  taken  thereon  by  the 
committee.  Letters,  except  those  of  the  proposer  and  seconder, 
relating  to  candidates  whose  names  have  been  acted  upon  finally 
shall  forthwith  be  destroyed. 

2.  Two  negative  ballots  shall  be  sufficient  to  reject,  and  at 
least  five  affirmative  ballots  shall  be  necessary  to  elect  a  candi- 
date. 

3.  No  member  of  the  admission  committee  shall  propose  or 
second  a  candidate  for  admission. 

ARTICLE  XV.    STOCK. 

1.  The  capital  stock  shall  consist  of  hundred  shares 

of  the  par  value  of  fifty  dollars  each,  until  the  same  be  increased 
in  the  manner  provided  by  law. 

2.  Each  candidate  elected  to  resident  membership  shall  be- 
come a  stockholder  before  he  shall  be  entitled  to  the  privileges  of 
the  Club,  but  no  person  shall  be  entitled  to  such  privileges  until 
he  has  been  regularly  elected  to  membership. 

3.  The  Club  shall  have  first  lien  on  transferable  shares  of 
the  stock  to  secure  all  indebtedness  of  a  stockholder  to  the  Club. 
This  lien  may  be  enforced  after  sixty  days   from  the   date   at 
which  the  indebtedness  became  due,  by  the  sale,  in  such  manner 
as  the  board  of  directors  shall   determine,  of  such  stock  regis- 
tered in  the  name  of  the  debtor  on  the  books  of  the  Club.     As 
much  of  the  proceeds  of  such  sale  as  may  be  required  to  liquidate 
such  indebtedness  shall  be  applied  thereto,  and  any  balance  shall 
be  paid  by  the  treasurer  to  the  former  holder,  or  his  legal  rep- 
resentative. 

4.  All  certificates  of  stock  shall  contain  a  statement  that  the 
same  is  issued  to  and  held  by  such  stockholder  subject  to  the 
regulations  and  rules  of  the  Club,  together  with  a  statement  that 
such  stock  upon  the  resignation,  expulsion  or  death  of  the  holder, 
shall  be  forfeited  to  the  Club,  except  that  in  the  case  of  trans- 
ferable shares,  it  shall  be  subject  to  the  lien  provided  for  in  the 
preceding  section. 

5.  Transfers  of  stock  to  be  valid  must  be  registered  on  the 
books  of  the  Club,  and  no  stock  shall  be  transferred  until  all 
indebtedness  of  the  former  holder  has  been  discharged;  nor  in 
any  case  where  such  former  holder  has  waived  his  right  to  trans- 
fer. 

ARTICLE  XVI.    DUES. 

1 .     The  annual  dues  of  the  Club  shall  be   dollars, 

payable  quarterly  in  advance  on  the  first  day  of  March,  June, 


Form  128  OHIO  PRIVATE  CORPORATIONS.  124 

September  and  December.  Any  resident  member  intending  to 
be  absent  from  the  city  for  twelve  consecutive  months,  but  in- 
tending to  reside  again  in  ,  may  give  notice  of  such 

intention  to  the  treasurer  and  thenceforth  he  shall  be  exempt 
from  the  payment  of  dues  for  one  year,  provided  his  absence 
continues  for  such  period.  If  his  absence  continues  beyond  one 
year  he  may  again  give  notice  as  above  provided  and  again  obtain 
exemption  from  the  payment  of  dues  for  one  year;  but  not  longer 
except  by  vote  of  the  board  of  directors. 

2.  Nonresident  members  shall  pay  an  initiation  fee  of 

dollars,  which,  if  the  nonresident  member  becomes  a  resident  of 

county,  shall  be  applied  upon  the  annual  dues  of  such 

member  for  the  next  succeeding  year  after  he   becomes   a  resi- 
dent member.     If  such  member  fails  to  become  a  resident  mem- 
ber, as  provided  in  Article  XIII,  Section  3,  his  initiation  fee  shall 
be  forfeited  to  the  Club. 

3.  The  annual  dues  of  nonresident  members  shall  be 

dollars,  payable  on  the  first  day  of  March. 

4.  Bills  for  supplies  furnished  by  the  Club  to  its  members 
shall  be  presented  before  the  fifth  of  each  month. 

5.  If  the   quarterly   dues   or  the   bills   for  supplies    of   any 
member  remain  unpaid  on  the  twentieth  day  of  the  month  in 
which  they  become  due,  the  treasurer  shall  notify  the  delinquent 
that,  unless  payment  is  made  in  the  meantime,  his  name  with 
the  amount  of  his  indebtedness  will  be  posted  in  the  club-house 
on  the  first  day  of  the  following  month,  and  in  due  time  the 
treasurer  shall  post  the  delinquent  according  to  the  notice  given. 
No  supplies  shall  be  sold  to  delinquents  while  thus  posted.     If 
the  debt  remain  unpaid  for  thirty  days  after  such  posting  the 
membership  of  such  delinquent  member  may  be  terminated,  and 
his  stock  forfeited  or  sold  as  provided  in  Article  XV,  Sections 
3  and  4. 

On  the  written  application  of  such  delinquent  and  on  the 
payment  by  him  of  all  dues  and  other  indebtedness  to  date,  the 
board  of  directors  may,  upon  such  terms  as  it  deems  proper, 
remit  the  penalties  of  Articles  XV  and  XVI. 

ARTICLE  XVII.    RESIGNATION  AND  EXPULSION. 

1.  Resignation  of  membership  shall  be  made  in  writing  to 
the  secretary  and  shall  be  accepted  by  the  board  of  directors,  pro- 
vided the  member  resigning  is  not  indebted  to  the  Club. 

2.  Any  member  of  the  Club  may  be  censured,  suspended  or 
expelled  by  a  majority  vote  of  the  board  of  directors  after  op- 
portunity for  a  hearing  has  been  given.     Notice  of  the  hearing 
and  of  the  charges  preferred  shall  be  sent  to  the  member  against 
whom  such  action  is  proposed  at  least  ten  days  before  the  date 
appointed  for  the  hearing. 


125  FORMS— REGULATIONS   OF  A   CLUB.  Form   128 

ARTICLE  XVIII.    VISITORS. 

At  the  request  of  any  member,  the  Club  may  give  to  any  non- 
resident of county  a  visitor's  card  entitling  the  recipient 

to  the  privileges  of  the  Club  for  a  period  of  ten  days,  but  no 
more  than  three  such  cards  may  be  given  to  one  recipient  within 
any  period  of  sixty  days.  The  date  of  introduction  and  the 
name  and  residence  of  the  visitor  must  be  entered  upon  the 
visitor's  book  of  the  Club,  together  with  the  name  of  the  intro- 
ducing member,  who  will  be  held  responsible  for  any  debts  to  the 
Club  incurred  by  the  recipient  of  the  card. 

ARTICLE  XIX.    AMENDMENTS. 

1.  To  make  amendments  to  the  regulations  it  shall  be  neces- 
sary to  post  the  proposed  amendment  in  the  club-house  and  mail 
a  copy  of  the  same  to  each  member  at  least  thirty  days  before 
the  meeting  at  which  the  amendment  is  to  be  voted  upon;  but 
nothing  herein  shall  be   construed  to   prevent  the   amending  at 
such  meeting  of  any  such  proposed   amendment.     A  two-thirds 
vote  of  the  members  present  shall  be  necessary  to  pass  amend- 
ments. 

2.  Article    XII,    Section    2,    of    the    Regulations,    shall    be 
amended  only  by  a  four-fifths  vote  of  all  the  members  of  the 
Club  present  in  person  or  by  proxy. 

ARTICLE  XX.     CONSTRUCTION  OF  THE  REGULATIONS. 

1.  The  construction   of  the  regulations  shall  rest  with   the 
board  of  directors. 

2.  The  board  of  directors  shall  determine  also,  pro  tempore, 
any  matters  not  provided  for  by  these  regulations,  and  shall  have 
full  power  to  appoint  any  special  committee  and  approve  its  acts. 

ARTICLE  XXI.     SEAL. 

The  seal  of  the  corporation  shall  be  circular,  two  inches  in 
diameter,  with  the  name  of  the  corporation  engraved  around  the 
margin,  and  in  the  center  the  word  "Seal,"  with  such  other  de- 
vice as  may  be  adopted  by  the  board  of  directors. 


MINUTES   OF   STOCKHOLDERS'   MEETING — Continued   from   page   111. 

NOTE. — The  code  of  regulations  as  adopted  should  be  copied  in  full 
on  the  minutes. 

Thereupon  the  subscribers  to  the  capital  stock  of  The  

Company  duly  executed  the  following  written  assent  to  the  adop- 
tion of  the  foregoing  code  of  regulations  as  follows: 


Form  128  OHIO  PRIVATE  CORPORATIONS.  126 

(*) 

ASSENT    TO   ADOPTION   OF    REGULATIONS. 

,  Ohio,   ,  19... 

We,  the  undersigned,  being  the  owners  of  the  number  of 
shares  of  the  capital  stock  of  The  Company  set  oppo- 
site our  respective  names,  do  hereby  assent  in  writing  to  the 
adoption  of  the  code  of  regulations  hereinbefore  set  forth,  for 
the  government  of  this  corporation. 


Stockholders. 

Proxies. 

Shares. 

, 

Thereupon  the  chairman  declared  the  election  of  a  board  of 
directors  to  be  next  in  order.  The  incorporators  of  the  Company 
were  requested  by  the  chairman  to  act  as  inspectors  of  election. 
An  election  for  directors  was  then  held. 

The  names  of ,  ,   ,   ,  and 

were  placed  in  nomination  as  candidates  for  the  office 

of  directors.  No  other  names  were  proposed.  A  ballot  was  then 
had  with  the  following  result,  as  announced  by  the  inspectors  of 
election. 

.  received  .  .  votes. 


Thereupon  the  following  certificate  of  election  was  here  made 
upon  this  record  of  proceedings  by  the  inspectors  of  election,  and 
appointing  a  time  and  place  for  holding  the  first  meeting  of 
directors : 

(g) 

CERTIFICATE  OF  ELECTION  OF  DIRECTORS. 

,  Ohio,   ,  19... 

We,  the  undersigned,  being  the  only  subscribers  to  the  articles 
of  incorporation  of  The  Company  present  at  the  first 


127  FORMS— ORGANIZATION  PROCEEDINGS.        Form  128 

meeting  of  the  stockholders  of  said  corporation,  held  at  the  office 

of in  the  city  of ,  Ohio,  on ,  19. .,  at 

o'clock    . .    M.,  do  hereby  certify  that  at  the  election  for 

directors  held  at  such  meeting,  and  at  which  we   acted  as  in- 
spectors of  election,    shares  of  the  capital  stock  of  said 

corporation    were    cast    in    favor    of    the    election    of    , 

, , ,  and ,  and  no  votes  were 

cast  in  favor  of  the  election  of  any  other  person.     And  we  do 

further  certify  that  at  said  election, , , , 

,  and   were  each  duly  elected  to  the  office  of 

director  of  said  corporation,  to  hold  their  said  offices  until  the 
next  annual  election  of  directors,  or  until  their  successors  are 

elected  and  qualified ;  and  we  do  hereby  appoint   ,  the 

day  of ,  19 . . ,  at  . .  o'clock  . .  M.,  as  the  time, 

and  as  the  place,  for  the  holding  of  the  first  meeting 

of  said  directors. 


Incorporators. 

Tnere  being  no  further  business,  the  meeting  adjourned  on 
motion  of 

Attest : 


Secretary.  Chairman. 


(3)   PROCEEDINGS  OF  DIRECTORS. 

(NOTE — For   regular    and   special   meetings   of   directors   see   forms 
NOB.  209-221.) 


(a) 

MINUTES  OP  FIRST  DIRECTORS'  MEETING. 

,  Ohio,  ,  19... 

Pursuant  to  the  order  made  at  the  first  meeting  of  the  stock- 
holders of  The  Company,  held  on  ,  19. .,  the 

directors  of  said  company  met  at  the  office  of on  , 

the day  of ,  19. .,  at o'clock  . .  M.  Present 

Messrs , , ,  ,  and  

An  oath  faithfully  to  discharge  their  duties  as  directors  of 
said  Company  was  then  taken,  as  follows: 


Form  128  OHIO  PRIVATE  CORPORATIONS.  128 

(b) 

OATH    OF    DIRECTORS. 

State  of  Ohio,   ,  County,  ss. 

We,  the  undersigned,  being  duly  sworn,  say  that  we  will  faith- 
fully discharge  our  duties  as  directors  of  The Company. 


Sworn  to  and  subscribed  before  me  this  ....  day  of 
19.. 


Notary  Public. 

was  chosen  chairman  and secretary  of  said 

meeting. 

On  motion  of ,  duly  seconded,  the  following  code  of 

by-laws  was  adopted: 

(c) 

BY-LAWS  OF  THE   COMPANY. 

ARTICLE  I.    MEETINGS. 

(a)  The  directors  shall  meet  annually  at  the  office  of  the  Com- 
pany on  the  first  Monday  of  January  of  each  year  at  9  o'clock 
A.  M. 

(b)  Regular  monthly  meetings  of  the  board  of  directors  shall 
be  held  at  two  o'clock  P.  M.  on  the  first  Monday  of  each  month, 
if  not  a  legal  holiday.     If  a  legal  holiday,  then  on  the  day  fol- 
lowing at  the  same  hour. 

(c)  Special  meetings  of  the  board  of  directors  may  be  held 
at  the  office  of  the  company  at  any  time  pursuant  to  a  written 
call  by  the  president  or  by  any  two  members  of  the  board,  or  may 
be  held  at  any  time  and  place,  without  notice,  by  the  unanimous 
written  consent  of  all  members,  or  by  the  presence  of  all  mem- 
bers at  such  meeting. 

(d)  Notice  of  meetings.    A  written  or  printed  notice  of  every 
regular  or  special  meeting,  stating  the  time  and  place,   and  in 
case  of  special  meetings,  the  objects  thereof,  shall  be  mailed  to 
each  director  at  least  three  days  before  such  meeting,  or  be  tele- 
graphed at  least  two  days  before  the  same.     Provided,  however, 
no  failure  or  irregularity  of  notice  of  any  regular  meeting  shall 
invalidate  the  same  or  any  proceeding  thereof.     Only  the  business 
specified  in  such  notice  shall  be  transacted  at  any  special  meeting. 

(e)  Quorum.     A   majority   of   the    board    shall    constitute   a 
quorum  at  all  meetings. 


129  FORMS— ORGANIZATION  PROCEEDINGS.        Form  128 

ARTICLE  II.    VACANCIES. 

In  case  of  any  vacancy  in  the  board  of  directors  caused  by 
death,  resignation  or  otherwise,  such  vacancy  shall  be  filled  for 
the  unexpired  term  by  a  majority  of  the  board  of  directors. 

ARTICLE  III.     EXECUTIVE  COMMITTEE. 

The  management  and  conduct  of  the  routine  business  of  this 
company  shall  be  vested  in  an  executive  committee  composed  of 
two  members.  The  persons  holding  the  offices  of  president  and 

shall   ex   officio   constitute    such   executive   committee. 

Such  executive  committee  is  authorized  to  hire  and  discharge  em- 
ployes and  make  all  contracts  in  the  ordinary  course  of  business, 
and  to  do  all  things  necessary  and  incident  thereto.  In  case  of 
disagreement  between  the  members  of  said  committee  as  to  the 
making  or  not  making  of  a  contract,  such  contract  shall  not  be 
entered  into  without  special  authority  from  the  board  of  directors. 
The  executive  committee  shall  make  a  full  report  at  each  regular 
meeting  of  the  board  of  directors,  and  at  other  times  when  re- 
quested by  the  board,  of  all  business  transacted  by  it. 

ARTICLE  IV.    BONDS. 

The  treasurer  of  this  Company  shall  furnish  a  bond,  condi- 
tioned for  the  faithful  performance  of  his  duties  in  the  penal 

sum  of  $ with  sureties,  to  be  approved  by  the  board  of 

drectors. 

ARTICLE  V.     BANK  DEPOSITS. 

All  moneys  of  this  Company  shall  be  deposited  by  the  treas- 
urer, as  the  same  are  received  by  him,  in  the  Bank  of 

,   Ohio,   in   the  name   of  this   Company,   and   shall   be 

withdrawn  only  by  check  signed  by  the  treasurer  and  counter- 
signed by  the  president. 

ARTICLE  VI.    AMENDMENTS. 

These  by-laws  may  be  amended  or  repealed  by  a  majority  vote 
of  the  board  at  any  regular  meeting  or  at  any  special  meeting 
called  for  that  purpose. 

MINUTES  OF  DIRECTORS'  MEETING — CONTINUED. 

An  election  of  officers  was  then  held  by  the  board,  resulting 
in  the  unanimous  choice  of  the  following: 

,  president. 

,  vice-president. 

,  secretary. 

,  treasurer. 


Form  128  OHIO  PRIVATE  CORPORATIONS.  130 

i 

The  chairman  thereupon  declared  said  persons  to  be  duly 
elected  to  said  offices,  and  said  persons  thereupon  entered  upon 
the  performance  of  their  duties. 


(d) 

RESOLUTION  OF  DIRECTORS  ACCEPTING  PROPERTY  IN  PAYMENT 

FOR  STOCK. 

The  secretary  read  the  following  written  proposition: 

,  Ohio,   ,  19... 

To  The   Company. 

Gentlemen : 

We  hereby  offer  to  sell  to  your  Company  the  following  prop- 
erty: (description  of  property) 

for  the  sum  of  $ ,  payable  in  the  stock  of  your  Company ; 

the  same  to  be  received  as  full  payment  of  the  subscription  to  the 
capital  stock  of  your  Company  heretofore  made  by  us;  said  stock 
to  be  issued  as  fully  paid. 

Eespectfully,  A.  B. 

C.  D. 

On  motion  of ,  duly  seconded,  it  was  resolved  to  ac- 
cept said  proposition,  and  that  the  president  and  secretary  be  in- 
structed to  issue  and  deliver  certificates  for shares  of  the 

capital  stock  of  this  Company  to  said  A.  B.  and  C.  D.,  in  the 
amounts  respectively  subscribed  by  each;  the  same  to  be  issued 
as  fully  paid  up;  and  that  said  property  be  received  in  full  pay- 
ment of  the  subscriptions  to  the  capital  stock  made  by  said  A,  B. 
and  C.  D.;  said  certificates  of  stock  to  be  delivered  upon  the 
delivery  of  said  property  to  the  Company,  free  of  incumbrances, 
with  proper  instruments  of  conveyance  thereof.  The  vote  of  the 

directors  on  said  resolution  was  as  follows :    Mr ,  yea,  Mr. 

,  yea,  etc. 

NOTE. — Directors  selling  property  to  the  corporation  in  payment  for 
stock  can  not  act  for  the  corporation  in  the  transaction. 

Thereupon  the  board  adjourned  on  motion  duly  seconded. 


Chairman.  President. 

Attest :  Attest : 


Secretary  pro  tem.  Secretary. 

We  hereby  approve  the  foregoing  minutes. 


Directors. 


131  FORMS—  AMENDMENTS    TO    ARTICLES.         F0nn    129 

No.  129. 
Amendments  to  Articles  of  Incorporation;  Proceedings  For. 

(G.  C.  §§8719  to  8723.) 


(a) 

WAIVER  OF  NOTICE  OF  STOCKHOLDERS'  MEETING. 

,  Ohio, ,19 

We,  the  undersigned,  being  all  the  stockholders  [or  members] 
of  [name  of  the  corporation],  do  hereby  waive  the  giving  of  the 
notice  required  by  law  of  the  meeting  to  be  held  by  the  stock- 
holders [or  members]  of  said  [name  of  the  corporation],  on 
[time  of  the  meeting],  at  [place  of  the  meeting],  which  meeting 
has  been  called  by  a  majority  of  the  board  of  directors  [or  trustees] 
of  said  [name  of  the  corporation]  for  the  purpose  of  considering 
the  subject  of  amending  the  articles  of  incorporation  of  said  [name 
of  the  corporation].  *[The  proposed  amendment  may  also  be  set 
forth  in  the  waiver]  ;  thus,  beginning  at  the*,  "so  as  to  change 
the  name  of  said  corporation  from  [its  present  name],  to  [the 
name  proposed]" 


Names. 


Shares. 


NOTE. — If  not  waived  by  all  the  stockholders  or  members  a  notice 
substantially  as  follows  must  be  published  for  at  least  thirty  days  prior 
to  the  meeting: 

(b) 

NOTICE    OF    STOCKHOLDERS'    MEETING. 

Notice  is  hereby  given  to  the  stockholders   [or  members]   of 

[name  of  the  corporation] ,  that  on ,  the day  of 

,  19..,  at  [the  place  of  meeting],  there  will  be  a 

meeting  of  the  stockholders  [or  members]  of  [name  of.  the  corpora- 
tion], to  consider  the  subject  of  amending  the  articles  of  incorpo- 


Form  129  OHIO  PRIVATE  CORPORATIONS.  132 

ration  of  said  [name  of  the  corporation].  [The  contemplated 
amendment  may  be  set  forth  in  the  notice,  but  it  is  probably  un- 
necessary] . 


Directors  (or  Trustees). 

(The  notice  must  be  given  by  a  majority  of  directors  or  trus- 
tees.) 

NOTE. — The   waiver,    or   copy   of   notice   with   proof   of   publication, 
should  be  entered  on  the  record. 


(C) 

MINUTES    OF    STOCKHOLDERS'    MEETING. 

,  Ohio,   ,  19... 

A  meeting  of  the  stockholders  (or  members)  of  The  

Company  was  held  at on ,  19. .,  at o'clock 

. .  M.,  the  time  and  place  specified  in  the  foregoing  waiver  (or 
notice) ,  president  of  the  Company,  presided. 

Mr. presented  the  following  resolution: 


RESOLUTION  FOR  AMENDMENT  OF  ARTICLES  OF  INCORPORATION. 


'^Resolved,  that  the  articles  of  incorporation  of  The    

Company  be,  and  the  same  are  hereby  amended,  so  that 

(Copy  proposed  amendment,  as 

"the  corporate  name  be  changed  from  The  Company  to 

The    Company," 

or  "the  place  where  said  corporation  is  to  be  located,  and  its 

principal  business  transacted  be  changed  from , 

county,  Ohio,  to , county,  Ohio.") 

Mr moved  the   adoption  of  said  resolution.     The 

motion  was  duly  seconded  and  a  vote  thereon  was  had  by  ballot. 

shares  of  the  capital  stock  of  said  Company  were  cast 

in  favor  of  the  adoption  of  said  resolution  and   shares 

were  cast  against  its  adoption.     (//  the  corporation  has  no  capital 
stock,  the  minutes  should  be  changed  accordingly.) 

More  than  three-fifths  of  the  capital  stock  (or  members)  of 
said  corporation  having  been  voted  in  favor  of  the  adoption  of 
said  resolution  the  same  was  declared  duly  adopted.  Thereupon 
the  following  written  assent  and  waiver  was  executed  by  all  the 
stockholders  (or  members)  of  said  corporation,  as  follows: 


133  FORMS— AMENDMENTS    TO    ARTICLES.        Form    129 

(e) 

WAIVER  OF  NOTICE  OF  AMENDMENT. 

We,  the  undersigned,  being  all  of  the  stockholders  (or  mem- 
bers) of  The Company,  do  hereby  consent  in  writing 

that  the  notice  by  publication,  required  by  law,  of  the  amend- 
ment made  to  the  articles  of  incorporation  of  said  The 

Company  at  a  meeting  of  its  stockholders  (or  members)  held  on 

,  the day  of ,  19. .,  at  the  office  of , 

be  and  the  same  is  hereby  waived. 


Names. 


Shares. 


There  being  no  further  business,  the  meeting  adjourned  on 
motion. 
Attest: 

,  Secretary.  ,  President. 

NOTE. — Unless  waived  by  all  stockholders  or  members,  a  notice  sub- 
stantially as  follows  should  be  published  for  three  consecutive  weeks. 


(*) 

NOTICE. 

To  whom  it  may  concern: 

Notice  is  hereby  given  that  on   ,  the   day  of 

,  19..,  at  a  meeting  of  the  stockholders   (or  members) 

of  The    Company,  held  at  the  office  of    ,  it 

was,  by  a  vote  of  more  than  three-fifths  of  the  stockholders   (or 
members)    resolved,   that 
(Copy  resolution  in  full.) 

,  Secretary  of 

(Name  of  Corporation.) 


Form  130  OHIO  PRIVATE  CORPORATIONS.  134 

(g) 

CERTIFICATE    OF   AMENDMENT    TO    BE   FILED   WITH    THE 
SECRETARY  OF  STATE. 

(Copy  of  resolution  in  full.) 
To  the  Secretary  of  State, 
Columbus,  Ohio. 

The Company,  acting  by  its  president  and  secretary, 

hereby  certifies  that  the  foregoing  is  a  true  copy  of  the  original 

amendment  to  the  articles  of  incorporation  of  The   

Company   which   was    adopted   by   the    votes   of   the    owners    of 
more  than  three-fifths  of  its   capital  stock    (or  members)    at  a 

meeting  thereof,  held  on ,  the  day  of , 

19..,  at ,  notice  of  which  meeting  was  duly  waived  in 

writing  as  authorized  by  law  (or,  pursuant  to  notice  duly  given 
according  to  law). 

In   testimony   whereof,    the    president   and   secretary    of   The 

Company,  acting  for  and  on  behalf  of  said  corporation, 

have  hereunto  set  their  hands  and  caused  the  seal  of  said  corpora- 
tion to  be  affixed  (if  the  corporation  has  a  seal)  this day 

of   ,  19... 

The    Company. 

(Corporate  seal.)  By   ,  President. 

By   ,  Secretary. 

No.  130. 
Increase  of  Capital  Stock;  Proceedings  For. 

(G.  C.  §8698.) 
(1)     Before  Organization. 

(a) 

CONSENT  TO  INCREASE  OF  CAPITAL  STOCK. 

We,  the  undersigned,  being  all  the  subscribers  to  the  capital 

stock  of  The    Company,  all  of  the  authorized  capital 

stock  having  been  subscribed  and  an  installment  of  ten  percent 
having  been  paid  thereon,  do  hereby  unanimously  consent  that 

the  capital  stock  of  said  company  be  increased  from  $ ,  its 

present  capital  stock,  to  $ ,  divided  into   shares  of 

$.  .        .  each. 


135 


FORMS— INCREASE  OF  CAPITAL  STOCK.         Fora  130 


Names  of  Subscribers. 

Shares. 

00 

CERTIFICATE   OF   INCREASE.    BEFORE    ORGANIZATION.    TO    BE 
FILED   WITH   THE    SECRETARY    OF   STATE. 

We,  the  undersigned,  being  all  the  original  subscribers  to  the 

capital  stock  of  The Company,  do  hereby  certify  that 

on  the day  of ,  19. .,  the  original  capital  stock 

was  fully  subscribed  for  and  an  installment  of  ten  percent  on  each 
share  of  stock  was  paid ;  and  that  on  said  day,  by  unanimous  writ- 
ten consent,  it  was  agreed  to  increase  the  capital  stock  of  said 

The Company  from  $ ,  its  original  capital  stock, 

to  $ ,  divided  into  shares  of  $ each. 

In  witness  whereof,  we  have  hereunto  set  our  hands  this 

day  of  ,  19... 


(2)     After  Organization, 
(a) 

WAIVER  AND  AGREEMENT  FOR  PURPOSE  OF  INCREASING 
CAPITAL  STOCK. 

,  Ohio, ,  19... 

We,  the  undersigned,  being  the  holders  of  all  the  capital  stock 

of  The    Company,  and  being  this  day  all  present,  in 

person  or  by  proxy,  at  a  meeting  of  the  stockholders  of  said 
Company,  *called  by  a  majority  of  its  directors,  to  consider  the 
subject  of  increasing  the  capital  stock  of  said  Company,  (//  the 
meeting  has  not  been  so  called,  and  at  any  meeting  at  which  all 


Form  130 


OfflO  PRIVATE  CORPORATIONS. 


136 


the  stockholders  are  present,  in  person  or  by  proxy,  it  is  decided 
unanimously  to  make  an  increase  of  capital,  that  portion  of  the 
above  beginning  at  the  *  should  be  omitted),  do  hereby  waive 
in  writing  the  notice  of  such  meeting,  by  publication  and  by 
letter,  required  by  law;  and  we  do  also  agree,  in  writing,  that 

the  capital  stock  of  said  Company  may  be  increased  from  $ , 

its  present  capital  stock,  to  $ ,  divided  into  shares, 

of  $ each. 


Name  of  Stockholder. 

Name  of  Proxy. 

No.  of   Shares. 

NOTE. — If  the  notice  of  meeting  is  not  waived,  a  notice  substantially 
as  follows  must  be  given  by  publication,  and  by  mail,  to  each  stockholder 
at  least  thirty  days  before  the  time  of  the  meeting: 


00 

NOTICE   OF   STOCKHOLDERS'   MEETING. 

Notice  is  hereby  given  that  a  meeting  of  the  stockholders  of 

The Company  will  be  held  at ,  on the 

day  of  ,  19..,  at  ....  o'clock  ..  M.,  for  the 

purpose  of  considering  a  proposed  increase  of  the  capital  stock 

of  said  Company  from  $ to  $ ,  or  such  other  amount 

as  may  be  fixed  at  said  meeting. 

,  Ohio,   ,  19... 


Directors. 

NOTE. — At  the  meeting  at  which  such  increase  is  considered  a  resolu- 
tion must  be  adopted.  If  the  increase  is  to  be  common  stock,  the  resolu- 
tion may  be  in  the  following  form: 


137       FORMS— INCREASE  OF  CAPITAL  STOCK.    Form  130 

(C) 
RESOLUTION  FOR  INCREASE. 

"Resolved,  that  the  capital  stock  of  said  The   Com- 
pany  be   increased  from  $..• ,  its  present   capital   stock,   to 

$ ,  divided  into shares,  of  $ each;  and  fur- 
ther, that  the  president  and  secretary  of  said  Company  be  in- 
structed to  file  a  certificate  of  such  increase  with  the  secretary  of 
state." 

(d) 

CERTIFICATE    OF    INCREASE    OF    CAPITAL    STOCK. 

,  president,  and ,  secretary  of  The 

Company,  duly  authorized  in  the  premises,  and  acting  on  behalf 

of  said  Company,  do  hereby  certify,  that  on  the   day  of 

,  A.  D.   19..,  the  capital  stock  of  said  Company  was 

fully  subscribed  for,  and  an  installment  of  ten  percent  on  each 
share  of  stock  had  been  paid;  that  on  said  day,  by  a  vote  of  the 
holders  of  a  majority  ,of  the  stock  of  said  Company,  at  a  meeting 
called  by  a  majority  of  its  directors,  and  held  at  the  office  of 

the  Company,  in  the    of   ,    county, 

Ohio,  and  at  which  meeting  all  the  holders  of  the  capital  stock 
of  said  Company  were  present  in  person  or  by  proxy,  and  waived 
in  writing  the  notice,  by  publication  and  by  letter,  of  the  time, 
place  and  object  of  such  meeting  required  by  law,  and  also  agreed 
in  writing  to  the  increase  of  capital  stock  hereinafter  set  forth, 
it  was,  on  motion,  "Resolved,  that  the  capital  stock  of  said  The 
Company,  be  increased  from  $ ,  its  present  cap- 
ital stock,  to  $ ,  divided  into  shares  of  $ 

each;  and  further,  that  the  president  and  secretary  of  said  Com- 
pany be  instructed  to  file  a  certificate  of  such  increase  with  the 
secretary  of  state;"  which  is  done  accordingly. 

In   witness   whereof,  the   aforesaid    , 

president,  and ,  secretary  of  The 

(Corporate  Seal)         Company,    acting   for    and    on 

behalf   of   said   Company,   have   hereunto 

set  their  hands  this day  of , 

A.  D.  19... 

The  Company. 

By  ,  President. 

,  Secretary. 


Form  130  OHIO  PRIVATE  CORPORATIONS.  138 

Increase  by  preferred  stock. 

(e) 

WRITTEN   ASSENT    OF   STOCKHOLDERS    TO    INCREASE    BY 
PREFERRED    STOCK. 

(G.  C.  §8699.) 

We,  the  undersigned,  being  the  owners  of  the  number  of 

shares  of  the  capital  stock  of  The  Company  set  oppo- 

eite  our  respective  names,  hereby  assent  to  the  increase  of  the 

capital  stock  of  said  Company  from  $ to  $ ($ 

or  the  whole)  of  said  increase  to  consist  of  preferred  stock  in 

shares  of  the  par  value  of  dollars  ($ ) 

each. 

The  holders  of  such  preferred  stock  shall  be  entitled  to  a 
dividend,  etc. 

(Set  out  terms  of  preference,  etc.,  for  which  see  Preferred 
Stock  Clauses,  Form  No.  2.) 


Names. 


Shares. 


NOTE. — The  written  assent  of  three-fourths  in  number  of  the  stock- 
holders, representing  three-fourths  of  the  capital  stock,  is  required.  G. 
C.  §8699. 

(f) 
RESOLUTION  FOR  INCREASE  BY  PREFERRED  STOCK. 

"Besolved,  that  the  capital  stock  of  said  The  Com- 
pany be  and  the  same  is  hereby  increased  from  $ to  $ , 

and  that   ($ or  the  whole)   of  said  increase  be 

issued  and  disposed  of  as  preferred  stock,  in  shares  of 

$ each,  and  that  the  holders  thereof  be  entitled  to  receive 

a  dividend  on  said  preferred  stock  of percent  per  annum, 

payable  out  of  the  surplus  profits  of  the  Company  for 

each  year,  in  preference  to  all  other  stockholders  and  such  divi- 
dends shall  be   .          .   cumulative. 


139  FORMS— INCREASE  OF  CAPITAL  STOCK.         Form  130 

Such  preferred  stock  may  be  redeemed  at  not  less  than  par 
at  the  time  and  price  hereby  fixed,  and  to  be  also  expressed  in  the 
stock  certificates  thereof,  to  wit: 

(Set  out  terms  of  redemption,  preference,  voting  powers,  re- 
strictions or  qualifications,  if  any,  for  which  see  Preferred  Stock 
Clause*,  Form  No.  2.) 

And  further,  that  the  president  and  secretary  of  said  Company 
be  instructed  to  file  a  certificate  of  such  increase  with  the  secre- 
tary of  state." 

NOTE. — As  G.  C.  §  8699  does  not  specify  the  procedure  for  an  in- 
crease by  preferred  stock,  it  is  prudent  to  hold  meetings  of  both  the 
stockholders  and  the  directors  and  to  have  the  foregoing  resolution 
passed  at  each  meeting. 

Where  the  articles  of  incorporation  do  not  provide  for  preferred  stock, 
the  articles  should  be  amended.  See  G.  C.  §§  8668  and  8669. 

(g) 
CBTIFIOATE    OP    INCREASE    OP    CAPITAL    STOCK     (PREFERRED). 

The Company  hereby  certifies  that  on  the day 

of ,  A.  D.  19.  .,  the  capital  stock  of  said  Company  was 

fully  subscribed  for,  and  an  installment  of  ten  percent  on  each 
share  of  stock  has  been  paid;  that  at  a  meeting  of  its  directors, 

held  at  the  office  of  said  Company,  on  the  ....  day  of , 

A.  D.  19 . . ,  the  assent  in  writing  of  three-fourths  in  number  of 
the  stockholders,  representing  more  than  three-fourths  of  the 
capital  stock  of  said  Company,  having  been  first  previously  ob- 
tained, the  following  resolution  was  adopted,  viz. : 

"Resolved,  that  the  capital  stock  of  said  The  Com- 
pany be  and  the  same  is  hereby  increased  from  $ to  $ 

and  that  ($ or  the  whole)  of  said  increase  be  issued  and 

disposed  of  as  preferred  stock,  in  shares  of  $ 

each,  and  that  the  holders  thereof  be  entitled  to  receive  a  divi- 
dend on  said  preferred  stock  of  percent  per  annum, 

payable out  of  the  surplus  profits  of  the  Company  for 

each  year,  in  preference  to  all  other  stockholders,  and  such  divi- 
dends shall  be  cumulative. 

"Such  preferred  stock  may  be  redeemed  at  not  less  than  par 
at  the  time  and  price  hereby  fixed,  and  to  be  also  expressed  in 
the  stock  certificates  thereof,  to  wit: 

(Here  state  the  terms  of  redemption  and  also  the  designations, 
preferences,  voting  powers,  restrictions  or  qualifications,  if  any, 
created. ) 

"And  further,  that  the  president  and  secretary  of  said  Com- 
pany be  instructed  to  file  a  certificate  of  such  increase  with  the 
secretary  of  state/'  which  is  done  accordingly. 


Form  131  OHIO  PRIVATE  CORPORATIONS.  14Q 

In  witness  whereof,   said  The    Company  has 

(Seal.)         caused  its  corporate  seal  to  be  affixed  and  its  president 

and  secretary  to  subscribe  this  certificate,  this   

day  of ,  A.  D.  19... 

The  Company. 

By ,  President. 

,  Secretary. 

00 

WAIVER  BY  STOCKHOLDERS  OF  RIGHT   TO  TAKE  INCREASED 

STOCK. 

,  Ohio,  ,  19... 

We,  the  undersigned  stockholders  of  The   Company, 

do  hereby  release  and  waive  our  right  to  subscribe  for  or  pur- 
chase any  part  of  the  new  or  increased  capital  stock  of  said  Com- 
pany authorized  by  resolution  of  the  stockholders  passed  

19..,  and  we  hereby  authorize  the  directors  of  said  Company  to 
sell  or  otherwise  dispose  of  the  same  for  the  best  interest  of  said 
Company,  as  in  their  discretion  they  may  deem  proper. 

No.  131. 
Reduction  of  Capital  Stock;  Proceedings  For. 

(G.  C.  §8700.) 
(a) 

CONSENT  OF  STOCKHOLDERS  TO  REDUCTION  OF  CAPITAL  STOCK. 

,  Ohio, ,  A.  D.  19... 

The  undersigned,  in  whose  names  a  majority  of  the  shares 

of  the  capital  stock  of  The    Company  stands   on  the 

books  of  the  Company,  hereby  consent  that  the  capital  stock  of 
said  Company  may  be  reduced  from  $ ,  its  present  author- 
ized capital,  to  $ ,  and  the  nominal  value  of  each  share 

from  $ to  $ ,  and  that  the  board  of  directors  may 

take  such  action  as  may  be  necessary  to  carry  such  reduction 
into  effect. 


Names  of  Stockholders. 

No.  Shares  Owned. 

141  FORMS— INCREASE  OF  CAPITAL  STOCK.         Form  131 

(b) 

RESOLUTION   OF   BOARD   OF   DIRECTORS    FOR    REDUCTION   OF 
CAPITAL  STOCK. 

"Resolved,  that  the  capital  stock  of  The Company  be 

and    the    same    is    hereby    reduced    from    $ ,    the    present 

amount  of  its  authorized  capital,  to  $ ,  divided  into 

shares  of  $ each ;  and  further,  that  the  president  and  sec- 
retary are  hereby  instructed,  on  surrender  of  the  original  certifi- 
cates, to  issue  new  certificates  therefor,  and  also  to  file  a  certifi- 
cate of  such  reduction  in  the  office  of  the  secretary  of  state,  as 
required  by  law." 

(c) 

CERTIFICATE  OF  REDUCTION  TO  BE  FILED  WITH  THE  SECRETARY 

OF  STATE. 

Certificate  of  Reduction  of  Capital  Stock 
of 

The  Company. 

To  the  Secretary  of  State,  Columbus,  Ohio: 

The Company  hereby  certifies  that,  at  a  meeting  of 

the  directors  of  said  Company,  held  on ,  19. .,  the  writ- 
ten consent  of  the  persons  in  whose  names  a  majority  of  the 
shares  of  the  capital  stock  of  said  Company  stood  on  the  books 
of  the  Company  having  first  been  obtained,  the  capital  stock  of 

said  Company  was  reduced  from  dollars   ($ )  to 

dollars  ($ ),  and  the  nominal  value  of  each  share 

from  $ to  $ each,  and  new  certificates  in  accordance 

therewith  directed  to  be  issued  on  surrender  of  the  original  cer- 
tificates. 

In  witness  whereof,  The Company 

has  caused   its   name  to   be  hereto   sub- 
Corporate  Seal)         scribed  by  its  president  and  secretary  and 
its  corporate  seal  to  be  hereunto  affixed 

this day  of ,  A.  D.  19. .. 

The  Company. 

By  ,  President. 

,  Secretary. 


Eorm  132  OHIO  PRIVATE  CORPORATIONS.  142 

No.  132. 

Sale  of  Entire  Property  and  Assets  of  Corporation; 
Proceedings  For. 

(G.  C.  §§8710  to  8718.) 
(a) 

MINUTES    OP    DIRECTORS'    MEETING. 

,  Ohio, ,  19 ... 

A  meeting  of  the  directors  of  The    Company  was 

held  at  the  office  of  the  Company  at o'clock  .  .M., , 

19 ...    Present,  Messrs , , , 

and   

The  meeting  was  called  to  order  by ,  president  of 

the  Company. 

Mr presented  the  following  resolution : 

"Whereas,  an  offer  of  $ .  has  been  made  by  , 

for  the  entire  property  and  assets  of  The  Company, 

payable  in  ("cash,"  or,  "stock  of "or  "bonds  of ,"), 

and  whereas,  all'  the  terms,  considerations  and  conditions  of  said 
proposed  sale  are  contained  in  the  following  proposed  agreement, 
to  wit: 

(Copy  proposed  amendment  in  full.) 

"Therefore  be  it  resolved,  that  said  offer  be  and  is  hereby  ac- 
cepted subject  to  the  action  thereon  of  the  stockholders  of  this 
corporation;  and  that  the  president  and  secretary  of  this  Com- 
pany be  and  are  hereby  authorized  and  instructed  to  execute  the 
foregoing  agreement  upon  the  adoption  of  the  same  by  the  stock- 
holders; and  that  a  meeting  of  the  stockholders  of  this  Company 
be  called  for  the  purpose  of  taking  into  consideration  the  execu- 
tion of  said  proposed  agreement  to  be  held  at  the  office  of  the 

Company  on , ,  19 . . ,  at o'clock  . .  M., 

and  the  secretary  is  hereby  directed  to  give  notice  thereof  to  all 
the  stockholders  of  this  Company  according  to  law." 

Mr moved  the  adoption  of  said  resolution.  The 

motion  was  duly  seconded  and  was  put  by  the  president  and  the 
following  was  the  vote : 

Mr yea. 

Mr yea. 

Mr yea. 

Mr yea. 

Mr yea. 

Thereupon  the  president  declared  said  motion  duly  carried  and 
said  resolution  duly  adopted. 


143  FORMS— SALE   OF   ENTIRE   PROPERTY.         Form    132 

There  being  no  further  business,  the  meeting  adjourned  on 
motion  duly  seconded. 
Attest: 


Secretary.  President. 

We  approve  the  foregoing  minutes. 


Directors. 

(Three- fourths  of  the  directors  must  authorize  a  sale  of  the 
entire  assets  of  a  corporation.) 

00 

NOTICE  OF  STOCKHOLDERS'  MEETING. 

A  meeting  of  the  stockholders  of  The Company  will 

be  held  at  the  office  of  said  Company  on ,  the  ....  day 

of ,  19. .,  at o'clock  . .  M.  for  the  purpose  of  con- 
sidering and  acting  upon  a  proposed  agreement  for  the  sale  of 

the  entire  property  and  assets  of  said  The   Company. 

,  Ohio,   ,  19. .. 


Directors. 

NOTE. — Ten  days'  notice  of  the  time  and  place  of  holding  the  meet- 
ing and  the  object  thereof  must  be  given  by  registered  letter  containing 
a  written  or  printed  notice  addressed  to  each  of  the  persons  in  whose 
names  the  capital  stock  stands  on  the  books  of  the  corporation;  and  also 
by  like  notice  published  in  some  newspaper  in  the  city  or  town  where  the 
corporation  has  its  principal  office  or  place  of  business.  The  notice  may, 
however,  be  waived  in  writing  in  case  all  the  stockholders  are  present 
in  person  or  by  proxy. 

(c) 

WAIVER  OF  NOTICE  OF  STOCKHOLDERS'   MEETING. 

,  Ohio,  ,  19... 

We,  the  undersigned,  being  the  holders  of  all  the  capital  stock 

of  The Company  and  being  all  present,  in  person  or  by 

proxy  as  appears  below,  at  a  meeting  of  stockholders  called  by 
the  board  of  directors  for  the  purpose  of  considering  a  proposed 
agreement  for  the  sale  of  the  entire  property  and  assets  of  said 
corporation,  do  hereby  waive  notice  of  said  meeting  required  by 
law. 


Form  132 


OHIO  PRIVATE  CORPORATIONS. 


144 


Stockholders.  Proxies.  No.  of  Shares, 

(d) 

MINUTES    OP   STOCKHOLDERS'    MEETING. 

,  Ohio,  ,  19 ... 

Pursuant  to  the  foregoing  notice  (or  waiver)  a  meeting  of 

the  stockholders  of  The Company  was  held  at  the  office 

of  the  Company  on ,  19. .,  at  ....  o'clock  . .  M.  Mr. 

,  president  of  the  Company,  presided. 

Mr presented  the  following  resolution : 

"Whereas,  an  offer  of  $ has  been  made  by for 

the  entire  property  and  assets  of  The  Company,  paya- 
ble in  ,  and 

Whereas,  all  the  terms,  considerations  and  conditions  of  said 
proposed  sale  are  contained  in  the  following  proposed  agreement, 
to  wit: 

(Copy  proposed  agreement  in  full.) 

And  whereas,  the  directors  of  this  corporation  at  a  meeting 
held  ,  19..,  by  a  vote  of  more  than  three-fourths,  au- 
thorized the  execution  of  said  agreement; 

Therefore  be  it  resolved,  that  the  action  of  the  board  of 
directors  be  and  is  hereby  ratified;  and  that  said  agreement  be 
and  is  hereby  adopted;  and  the  president  and  secretary  of  this 
corporation  are  hereby  authorized  and  directed  to  execute  said 
agreement  and  all  good  and  sufficient  deeds  and  transfers  of  all 
the  property  and  assets  of  this  Company  upon  the  terms  and 
conditions  in  said  agreement  provided." 

Mr moved  the  adoption  of  said  resolution  and 

agreement.  The  motion  was  seconded  by  Mr The 

president  appointed  and  as  tellers.  The 

president  thereupon  put  said  motion  and  a  vote  by  ballot  was 
taken  with  the  following  results: 

votes  were  cast  for  the  adoption  of  said  resolution 

and  agreement. 

votes  were  cast  for  the  rejection  of  said  resolution 

and  agreement. 


145  FORMS— SALE  OF  ENTIRE  PROPERTY.         Form  133 

Thereupon  the  tellers  announced  the  foregoing  result  of  the 
vote  and  the  president  declared  said  motion  duly  carried  and 
said  resolution  and  agreement  duly  adopted,  more  than  three- 
fourths  of  all  the  votes  cast  at  the  meeting  having  been  cast  in 
favor  of  such  adoption. 

There  being  no  further  business,  the  meeting  adjourned  on 
motion. 
Attest': 


Secretary.  President. 

No.  133. 
Dissolution  of  Corporations. 

(G.  C.  §§8738  to  8743.) 

(a) 

CALL  FOR  STOCKHOLDERS'   MEETING. 
(G.  C.  §§8738,  8740.) 

,  Ohio,  ,  19... 

To   , 

Secretary  of  The   Company. 

I  (or  we)   (president  or  directors)  of  The 

Company  do  hereby  call  and  order  a  meeting  of  the  stockholders 

of  said  Company,  to  be  held  at , Street, , 

Ohio,  on  the day  of ,  19 . . ,  at o'clock  . .  M. 

for  the  purpose  of  considering  and  acting  upon  the  proposed  dis- 
solution of  said  corporation  and  the  surrender  and  abandonment 
of  its  corporate  authority  and  franchises  and  for  the  transaction 
of  any  and  all  business  necessary  or  incident  thereto,  and  you  are 
hereby  instructed  to  give  notice  of  such  meeting  to  the  stock- 
holders pursuant  to  law. 


(b) 

NOTICE  OF  STOCKHOLDERS'  MEETING 
(G.  C.  §8740.) 

,  Ohio, ,19... 

A   meeting  of  the   stockholders   of   The    Company 

will  be  held  at ,  ,  Ohio,  on  the day  of 

,  19..,  at  ....  o'clock  ..  M.  for  the  purpose  of  con- 
sidering and  acting  upon  the  proposed  dissolution  of  said  cor- 
poration and  the  surrender  and  abandonment  of  its  corporate 


Form  133  OHIO  PRIVATE  CORPORATIONS.  146 

authority   and   franchises,   and   the   transaction   of    any    and    all 
business  necessary  or  incident  thereto. 


Secretary. 

NOTE. — The  statute  does  not  authorize  a  waiver  of  this  notice  by 
the  stockholders.  It  must  be  given  by  publication  for  four  weeks  in  a 
newspaper  published  and  of  general  circulation  in  the  county  wherein  the 
principal  office  of  the  corporation  is  located,  and  by  mailing  to  each  stock- 
holder. 


(C) 

CERTIFICATE  OF  DISSOLUTION  OF  A  CORPORATION  FOR  PROFIT. 

(Where  installments  of  its  capital  stock  have  been  paid.) 
(G.  C.  §§8740,  8741.) 

,  president,  and   ,  secretary,  of  The 

Company,  duly  authorized  in  the  premises,  and  acting  on  behalf 
of  said  corporation,  do  hereby  certify  that  said  corporation  has 
completely  closed  its  business,  and  paid  all  its  debts  and  liabilities; 
that  a  majority  of  the  directors  of  said  corporation,  desiring  to 
surrender  its  corporate  authority  and  franchises,  duly  called  a 
meeting  of  the  stockholders  of  said  corporation,  by  publication 
for  four  weeks  in  the  ,  a  newspaper  of  general  circula- 
tion in  county,  and  by  written  notice  to  each  stock- 
holder, whose  residence  is  known  of  the  object,  time  and  place 

thereof,  to  be  held  at  the  office  of  said  corporation,  at , 

in county,  Ohio,  on  the day  of ,  A.  D. 

19..;  that  at  said  meeting  of  said  stockholders  held  on  said 
date,  in  pursuance  of  said  notice,  it  was,  by  the  vote  of  all  of 
the  stockholders  of  said  corporation  present,  in  person  or  proxy. 

"Resolved,   that  The    Company,   having   completely 

closed  its  business,  and  paid  all  its  debts  and  liabilities,  hereby 
surrenders  and  abandons  its  corporate  authority;  and  further,  that 
the  president  and  secretary  of  said  corporation  be  instructed  to 
file  a  certificate  thereof  with  the  secretary  of  state;"  which  is 
done  accordingly. 

In   witness   whereof,   the   aforesaid    ,   president,   and 

,  secretary,  of  The   Company,  acting  for  and 

on  behalf  of  said  corporation,  have  hereunto  set  their  hands,  and 

caused  the  seal  of  said  corporation  to  be  affixed  this day  of 

,  A.   D.    19... 

(Seal) 

The  Company. 

By  ,  President. 

,  Secretary. 


147  FORMS— DISSOLUTION.  Form   133 

<*) 

CERTIFICATE  OF  VOLUNTARY   DISSOLUTION  OF  A  CORPORATION 

FOR   PROFIT. 

(Where  no  installments  of  its  capital  stock  have  been  paid  in.) 
(G.  C.  §§8738,  8739.) 

,  president,  and  ,  secretary,  of  The   

Company,  duly  authorized  in  the  premises,  and  acting  on  behalf 
of  said  corporation,  do  hereby  certify  that  no  installments  of  the 
capital  stock  of  said  corporation  have  been  paid  in,  no  investments 
have  been  made,  and  no  debts  incurred  which  are  unpaid,  and 
that  a  majority  of  the  directors  of  said  corporation,  having  be- 
come satisfied  that  the  objects  of  said  corporation  can  not  be 
accomplished,  and  desiring  to  abandon  the  corporate  existence 
of  said  corporation,  duly  called  a  meeting  of  the  stockholders 

of  said  corporation,  by  publication  for  two  weeks  in  the , 

a  newspaper  of  general  circulation  in county,  to  be  held 

at  the  office  of  said  corporation,  at ,  in county, 

Ohio,  on  the    ..    ..day  of   ,  A.  D.   19..;  that  at  said 

meeting  of  said  stockholders  held  on  said  date,  in  pursuance  of 
said  notice,  it  was,  by  the  vote  of  a  majority  in  amount  of  the 
stockholders  of  said  corporation  present,  in  person  or  by  proxy, 

"Resolved,  that  The  Company,  having  decided  that 

the  objects  of  said  corporation  can  not  be  accomplished,  and 
having  fully  paid  all  its  debts  and  liabilities,  hereby  abandons 
and  dissolves  its  corporate  existence;  and,  further,  that  the  presi- 
dent and  secretary  of  said  corporation  be  instructed  to  file  a 
certificate  thereof  with  the  secretary  of  state;"  which  is  done  ac- 
cordingly. 

In   witness   whereof,  the   aforesaid    ,   president,   and 

,  secretary,  of  The   Company,  acting  for  and 

on  behalf  of  said  corporation,  have  hereunto  set  their  hands,  and 

caused  the  seal  of  said  corporation  to  be  affixed  this day  of 

,  A.  D.  19... 

(Seal) 

The  Company. 

By   ,  President. 

,  Secretary. 

(e) 

CERTIFICATE  OF  VOLUNTARY   DISSOLUTION   OF  A   CORPORATION 
NOT  FOR  PROFIT. 

(G.  C.  §8738.) 

,  president,  and  ,  secretary,  of  The , 

duly  authorized   in   the  premises,  and  acting  on  behalf  of  said 


Form  134  OHIO  PRIVATE  CORPORATIONS.  148 

corporation,  do  hereby  certify  that  no  debts  incurred  by  said 
corporation  are  unpaid,  and  that  a  majority  of  the  trustees  of 
said  corporation,  desiring  to  abandon  the  corporate  existence  of 
said  corporation,  duly  called  a  meeting  of  the  members  of  said 

corporation,  by  publication   for  two   weeks   in   the    ,    a 

newspaper  of  general  circulation  in   county,  to  be  held 

at  the  office  of  said  corporation,  at ,  in county, 

Ohio,  on  the   day  of ,  A.  D.  19 . . ;  that  at  said 

meeting  of  said  members  held  on  said  date,  in  pursuance  of  said 
notice,  it  was,  by  the  vote  of  a  majority  of  the  members  of  said 
corporation  present,  at  said  meeting, 

"Resolved,  that  The having  decided  that  the  objects 

of  said  corporation  can  not  be  accomplished  and  having  fully 
paid  all  its  debts  and  liabilities,  hereby  abandons  and  dissolves 
its  corporate  existence;  and,  further,  that  the  president  and  sec- 
retary of  said  corporation  be  instructed  to  file  a  certificate  thereof 
with  the  secretary  of  state;"  which  is  done  accordingly. 

In   witness   whereof,   the   aforesaid    ,   president,   and 

,  secretary,  of  The   ,  acting  for  and  on  behalf 

of  said  corporation,  have  hereunto  set  their  hands  this    

day  of   ,  A.  D.  19... 

(Seal) 

The  

By  ,  President. 

,  Secretary. 

FOREIGN  CORPORATIONS. 

No.  134. 
Statement  by  Foreign  Corporation  Entering  State. 

(G.  C.  §§  178  to  182.) 

(Attach  copy  of  articles  of  incorporation  here.) 
To  the  Secretary  of  State, 
Columbus,   Ohio. 

,  a  corporation  organized  and  existing  under  the  laws 

of  the  state  of ,  with  its  principal  office  located  at , 

in   county,   ,  desiring  to  conform  to  the  laws 

of  Ohio,  regulating  foreign  corporations  doing  business  therein, 
does  hereby  make  the  following  statement: 

FIRST.     The  amount  of  its  authorized  capital  stock  is   

SECOND.  The  business  or  objects  of  the  corporation  which 
it  is  engaged  in  carrying  on,  or  which  it  purposes  to  engage  in 
or  carry  on,  in  the  state  of  Ohio  is  

THIRD.  The  principal  place  of  business  of  said  corporation 
in  Ohio  is  to  be  located  at  ,  in  county. 


149  FORMS— FOREIGN  CORPORATIONS.  Form  134 

FOURTH.     We   hereby   appoint    ,  of    ,   in 

county,  Ohio,  as  the  person  upon  whom  process  may 

be  served  in  all  actions  that  may  be  brought  against  this  Com- 
pany in  any  of  the  courts  of  the  state,  and  designate  his  office 

,  in  said  city,  as  the  principal  office  of  the  Company  in 

the  state  of  Ohio. 

In  witness  whereof,  said  corporation  has  caused  its  corporate 
seal  to  be  hereto  attached,  and  this  certificate  to  be  executed  by 

its  president  and  secretary,  this   day  of  ,  A.  D. 

19...  

By  ,  President. 

,  Secretary. 

State  of ,  ,  county,  ss. 

,  and   ,  being  first  duly  sworn,  depose  and 

say  that  they  all  did  execute  and  sign  the  foregoing  certificate  for 
and  on  behalf  of  said  corporation,  and  that  the  same  is  their 

free  act  and  deed,  and  is  the  free  act  and  deed  of  said , 

of  which  they  are  respectively  the  president  and  secretary;  that 
the  statements  therein  are  true,  and  that  the  seal  attached  thereto 
is  the  genuine  seal  of  said  corporation;  they  further  declare,  on 
oath,  that  the  charter  or  certificate  of  incorporation  hereto  at- 
tached is  a  true  copy  of  the  articles  of  incorporation  or  charter 
of  said 


Sworn  to  before  me  and  subscribed  in  my  presence,  this 
day  of  ,  A.  D.  19... 


(L.  S.) 


State  of  ,  County  of  ,  ss. 

I,  ,  within  and  for  the  county  aforesaid,  do  hereby 

certify  that ,  whose  name  is  subscribed  to  the  foregoing 

acknowledgment  as  a  Notary  Public,  was  at  the  date  thereof  a 
Notary  Public  in  and  for  said  county,  duly  commissioned  and 
qualified,  and  authorized  as  such  to  take  said  acknowledgment; 
and  further,  that  I  am  well  acquainted  with  his  handwriting,  and 
believe  that  the  signature  to  the  same  is  genuine. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed 

the  seal  of  said  court,  at ,  this  ....  day  of  , 

A.  D.  19... 

(L.  S.) 


Form  135  OHIO  PRIVATE  CORPORATIONS.  150 


Gentlemen :     I  hereby  accept  the  appointment  as  the  repre- 
sentative of  your  Company  upon  whom  process  may  be  served, 

and   agree   to   the   designation   of   my   office    ,    as   your 

principal  office  in  the  state  of  Ohio. 


State  of  Ohio,  County  of ,  ss. 

Personally  appeared  before  me,  the  undersigned,  a  notary 

public  in  and  for  said  county,  this day  of ,  A.  D. 

19 . . ,  the  above  named  ,  who  acknowledged  the  signing 

of  the  foregoing  to  be  his  free  act  and  deed  for  the  uses  and 
purposes  therein  mentioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last 
aforesaid. 

(Seal) 


Notary  Public  in  and  for  ........  County,  Ohio. 

No.  135. 
Statement  by  Foreign  Corporation  Entering  State. 

(G.  C.  §§  183  to  192.) 


To  the  Secretary  of  State, 
Columbus,  Ohio. 

........  ,  a  foreign  corporation  organized  and  existing  under 

and  by  virtue  of  the  laws  of  the  state  of  ........  ,  with  its  prin- 

cipal office  located  at  ......  ,  in  ......  county,  .  .  .  .  ,  in  compli- 

ance with  Sections  183  and  184  of  the  General  Code  of  the  state 
of  Ohio,  passed  February  14,  1910,  approved  February  15,  1910, 
requiring  a  foreign  corporation  organized  for  purposes  of  profit, 
and  owning  or  using,  or  which  proposes  to  own  or  use,  a  part 
or  all  of  its  capital  stock  or  plant  in  said  state  of  Ohio,  before 
being  permitted  to  do  business,  exercise  its  franchises,  or  main- 
tain an  action  therein,  under  the  oath  of  its  president,  secretary 
or  other  officer,  to  make  and  file  with  the  secretary  of  state  a 
statement  of  facts  and  pay  a  certain  stipulated  fee,  hereby  makes 
the  following  declaration: 

FIRST.     The  authorized  capital  stock  of  said  corporation  is 
........    dollars    ($  ......  )  ,    divided    into    ........     (  ......  ) 

shares  of  the  par  value  of   ........   dollars   ($  ......  )   each. 

SECOND.     The   value   of  the   property   owned   and   used   in 
Ohio,  situate  at   ........  ,  is   ........    dollars   ($  ......  )  . 

THIRD.     The  value  of  the  property  of  the  Company  owned 
and  used  outside  of  Ohio  is    ........    dollars    ($  ......  ). 


151  FORMS— FOREIGN  CORPORATIONS.  Form  135 

FOURTH.  The  proportion  of  the  capital  stock  of  the  Com- 
pany represented  by  property  owned  and  used  and  by  business 
transacted  in  Ohio  is  

FIFTH.    The  location  of  its  office  or  offices  in  Ohio  is  at 


SIXTH.     The  names  and  addresses  of  the  officers  or  agents 
of  the  Company  in  charge  of  its  business  in  Ohio  are  as  follows: 

Name  of  president,  

Address,  

Name  of  secretary,  

Address,  

Name  of  treasurer,  

Address,  

Names  and  addresses  of  managers  or  agents,  other  than  as  above 

enumerated :    

In  witness  whereof,  said has  caused  its  corporate  seal 

to  be  affixed  and  its  corporate  name  to  be  hereunto  attached  by 

an  officer  thereof,  to  wit,  its ,  this  ....  day  of , 

A.  D.  19.. 


By  , 

(L.  S.) 

State  of  ,  County  of  ,  ss. 

,  being  duly  sworn,  deposes  and  says  that  he  is  an 

officer,  to  wit,  the   ,  of  ;  that  he  executed  the 

foregoing  statement  in  the  name  and  on  behalf  of  said  corpora- 
tion and  caused  its  corporate  seal  to  be  thereto  affixed;  that  he 
was  authorized  to  make  such  statement  and  to  execute  the  same 
by  authority  of  the  corporation,  and  that  the  statements  therein 
are  true. 


Sworn  to  before  me  and  subscribed  in  my  presence,  this 
day  of  ,  A.  D.  19... 


(L.  S.) 

State  of , County,  ss. 

I,  ,  within  and  for  the  county  aforesaid,  do  hereby 

certify  that ,  whose  name  is  subscribed  to  the  foregoing 

acknowledgment  as  a  was  at  the  date  thereof  a 

in  and  for  said  county,  duly  commissioned  and 

qualified,  and  authorized  as  such  to  take  said  acknowledgment; 
and  further,  that  I  am  well  acquainted  with  his  handwriting,  and 
believe  that  the  signature  to  the  same  is  genuine. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed 


Form  136  OHIO  PKIVATE  CORPORATIONS.  152 

the  seal  of  said  court,  at  ,  this  day  of  , 

A.  D.  19.. 


(L.  S.) 

Office  of  the  Secretary  of  State. 

Columbus,  Ohio, ,  19 ... 

From  the  facts  thus  reported  by  the  said I  find  the 

proportion  of  the  capital  stock  of  the  Company  represented  by  its 
property  and  business  in  Ohio  to  be  percent  of  its  au- 
thorized capital  stock,  to  wit :  the  sum  of  dollars,  on 

which  I  have  assessed  a  fee  of  one-tenth  of  one  percent,  amount- 
ing to  the  sum  of  dollars. 


(L.  S.)  Secretary  of  State. 

NOTE. — The  franchise  tax  is  based  upon  the  proportion  of  the  entire 
authorized  capital  stock  represented  by  the  property  owned  and  used  and 
business  transacted  in  Ohio.  The  proportion  which  the  property  owned 
and  used  and  business  transacted  in  Ohio  bears  to  the  total  property  and 
business  of  the  corporation  is  the  proportion  of  the  capital  stock  on  which 
the  tax  is  based.  For  instance,  if  the  property  owned  and  used  and  busi- 
ness transacted  in  Ohio  is  $5,000,  the  total  corporation  property  and 
business  $10,000,  and  the  authorized  capital  stock  $20,000,  the  proportion 
(of  the  capital  stock  represented  by  Ohio  property  and  business)  required 
to  be  stated  in  the  "Fourth"  paragraph  of  the  above  form  is  one-half  ol 
the  capital  stock,  or  $10,000,  the  Ohio  property  and  business  being  one- 
half  of  the  total  corporate  property  and  business.  If  all  of  the  corporate 
property  and  business  were  in  Ohio  the  tax  would  be  based  on  the  total 
authorized  capital  stock. 

See  5  0.  L.  R.  163  (Opinion  by  Wade  H.  Ellis,  Atty.  Gen.);  Aetna 
Iron  &,  Steel  Co.  v.  Taylor,  13  C.  C.  602;  5  C  D.  242,  s.  c.  3  N.  P.  152; 
4  L.  D.  180. 

No.  136. 

Certificate  of  a  Foreign  Corporation  Retiring  From  Business 

in  This  State. 

(G.  C.  §  11976.) 

,  president,  and ,  secretary,  of  The 

Company,  a  corporation  organized  under  the  laws  of  the  state  of 

,  having  been  duly  authorized  to  do  business  in  this  state, 

in  compliance  with  the  provisions  of  sections  178  to  192  of  the 

General  Code,  do  hereby  certify  that  on  the  ....  day  of , 

19..,  the  said  corporation,  by  action  of  its  board  of  directors 
duly  authorized,  has  fully  retired  from  business  in  the  state  of 
Ohio,  authorizing  hereby  the  cancellation  of  the  certificate  of 
authority  to  do  business  in  said  state,  heretofore  issued  in  the 
office  of  the  secretary  of  state. 

In  witness  whereof,  the  aforesaid  ,  president,  and 

,  secretary,  of  The  Company,  acting  for  and 


153  FORMS— FOREIGN  CORPORATIONS.  Form  137 

on  behalf  of  said  corporation,  have  hereunto  set  their  hands  and 
caused  the  seal  of  said  corporation  to  be  hereto  affixed  this  .... 

day  of   ,  A.  D.  19... 

The   Company. 

(Seal)  By  ,  President. 

,  Secretary. 

No.  137. 

Statement  of  Increase  of  Proportion  of  Capital  Stock  by 
Foreign  Corporation. 

(G.  C.  §  185.) 

,   19... 

To  the   Secretary  of  State, 
Columbus,   Ohio: 

,  a  foreign  corporation  organized  and  existing  under 

and  by  virtue  of  the  laws  of  the  state  of ,  with  its  prin- 
cipal office  located  at  ,  in  county,  , 

in  compliance  with  section  185  of  the  General  Code  of  Ohio, 
requiring  a  foreign  corporation,  which  has  filed  statements  as 
required  by  sections  183  and  184  of  the  General  Code  of  Ohio, 
and  which  has  increased  the  proportion  of  its  capital  stock  rep- 
resented by  property  used  and  business  done  in  Ohio,  under  the 
oath  of  its  president,  secretary  or  other  officer,  to  make  and  file 
with  the  secretary  of  state  an  additional  statement  of  facts  and 
pay  a  certain  additional  fee,  hereby  makes  the  following  declara- 
tion: 

FIEST.  The  present  authorized  capital  stock  of  said  corpora- 
tion is dollars  ($ ),  divided  into  (••••) 

shares   of  the   par  value   of    dollars    ($ )    each. 

SECOND.  The  value  of  the  property  owned  and  used  in 
Ohio,  situate  at  ,  is  dollars  ($ ) . 

THIRD.  The  value  of  the  property  of  the  Company  owned 
and  used  outside  of  Ohio  is dollars  ($ ). 

FOURTH.  The  increase  in  the  proportion  of  the  capital 
stock  of  the  Company  represented  by  property  owned  and  used 
and  by  business  transacted  in  Ohio  is  

FIFTH.     The  location  of  its  office  or  offices  in   Ohio  is  at 


SIXTH.  The  names  and  addresses  of  the  officers  or  agents 
of  the  Company  in  charge  of  its  business  in  Ohio  are  as  follows: 
Name  of  president,  

Address,  

Name  of  secretary,  

Address,  

Name  of  treasurer,  

Address,  


Form  138  OHIO  PRIVATE  CORPORATIONS.  154 

Names  and  addresses  of  managers  or  agents,  other  than  as  above 

enumerated :   

In  witness  whereof,  said    has  caused  its  corporate 

seal  to  be  affixed  and  its  corporate  name  to  be  hereunto  attached 

bv  an  officer  thereof,  to  wit :  its    ,  this    day  of 

,  A.  D.   19.. 


(L.  S.) 

By  

State  of  ,  County  of ,  ss. 

,  being  duly  sworn,  deposes  and  says  that  he  is  an 

officer,  to  wit :  the  ,  of  ;  that  he  executed  the 

foregoing  statement,  in  the  name  and  on  behalf  of  said  corpora- 
tion, and  caused  its  corporate  seal  to  be  thereto  affixed;  that  he 
was  authorized  to  make  such  statement  and  to  execute  the  same 
by  authority  of  the  corporation,  and  that  the  statements  therein 
are  true. 

Sworn  to  before  me  and  subscribed  in  my  presence  this 
day  of ,  A.  D.  19... 


(L.  S.) 


State  of  ,  County  of   ,  ss. 

I,  ,  within  and  for  the  county  aforesaid,  do  hereby 

certify  that ,  whose  name  is  subscribed  to  the  foregoing 

acknowledgment  as  a ,  was  at  the  date  thereof  a , 

in  and  for  said  county,  duly  commissioned  and  qualified,  and 
authorized  as  such  to  take  said  acknowledgment;  and  further, 
that  I  am  well  acquainted  with  his  handwriting,  and  believe  that 
the  signature  to  the  same  is  genuine. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed 

the  seal  of  said  court,  at ,  this day  of , 

A.  D.  19.. 


(L.  S.) 


No.  138. 
Articles  of  Incorporation  of  Corporation  not  for  Profit. 

These  articles  of  incorporation  of  

Witnesseth,  that  we,  the  undersigned  ("all"  or  aa  majority") 
of  whom  are  citizens  of  the  state  of  Ohio,  desiring  to  form  a 
corporation,  not  for  profit,  under  the  general  corporation  laws  of 
said  state,  do  hereby  certify 

FIEST.     The   name   of  said  corporation  shall  be    


155  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Fonn  139 

SECOND.  Said  corporation  is  to  be  located  at  , 

in county,  Ohio,  and  its  principal  business  there  trans- 
acted. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  (for 
statements  of  corporate  purpose  see  the  forms  immediately  fol- 
lowing}. 

In  witness  whereof,  we  have  hereunto  set  our  hands  this 

dav  of  .  ,  A.  D.  19.. 


The  State  of  Ohio,  County  of  ,  ss. 

Personally  appeared  before  me,  the  undersigned,  a  notary  pub- 
lic in  and  for  said  county,  this   day  of    ,  A.   D. 

19 . . ,  the  above  named , ,  ,  

and    ,  who  each  severally  acknowledged  the  signing  of 

the   foregoing  articles   of   incorporation   to   be   his   free   act   and 
deed,  for  the  uses  and  purposes  therein  mentioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last 
aforesaid. 


The  State  of  Ohio,  County  of ,  ss. 

I, Clerk  of  the  Court  of  Common  Pleas,  within  and 

for  the  county  aforesaid,  do  hereby  certify  that  ,  whose 

name  is  subscribed  to  the  foregoing  acknowledgment  as  a  notary 
public,  was  at  the  date  thereof  a  notary  public,  in  and  for  said 
county,  duly  commissioned  and  qualified,  and  authorized  as  such 
to  take  said  acknowledgment;  and  further,  that  I  am  well  ac- 
quainted with  his  handwriting,  and  believe  that  the  signature  to 
said  acknowledgment  is  genuine. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed 

the  seal  of  said  court  at  ,  this  day  of  , 

A.  D.  19.. 


Clerk. 

PURPOSE  CLAUSES.  CORPORATIONS  NOT  FOR  PROFIT. 

No.  139. 
Associated  Charities. 

THIRD.     Said    corporation    is    formed    for    the    purpose    of 
investigating,  assisting,  providing  relief  and  promoting  the  gen- 


Form  143  OHIO  PRIVATE  CORPORATIONS.  156 

eral  welfare  of  the  poor   and   needy,   in  the   city   of    , 

Ohio,  and  including  the  establishment  and  maintenance  of  a 
registration  bureau  for  fostering  co-operation  between  all  charita- 
ble organizations  and  agencies  in  said  city;  receiving  funds  by 
gift  or  bequest,  disbursing  the  same  and  the  doing  of  all  things 
necessary  or  incident  thereto. 

No.  140. 

Association  for  Apprehending  Horse  Thieves. 
Protective  Association. 

(G.  C.  §10200.) 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
the  apprehension  and  conviction  of  horse  thieves  and  other  felons. 

No.  141. 
Athletic  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
providing  means  and  facilities  for  exercise  tending  to  promote 
physical  culture,  also  rowing,  football,  baseball,  foot  racing,  wrest- 
ling, boxing  and  other  athletic  sports,  for  the  recreation  and 
amusement  of  the  members  and  guests. 

No.  142. 
Athletic  Club.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
the  mutual  benefit  of  all  its  members  by  promoting  an  interest 
among  themselves  in  all  athletics,  both  indoor  and  outdoor  ath- 
letics, and  to  promote  social  intercourse  among  its  members. 
This  association  is  formed  not  for  profit. 

No.  143. 
Builders'  Exchange. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
maintaining  and  conducting  a  society,  the  general  object  and 
design  of  which  shall  be  to  cultivate  friendly,  social  and  business 
relations  among  persons  connected  with  building  trades  in  the 

city  of ,  Ohio,  and  vicinity ;  to  provide  facilities  for  the 

interchange  of  views,  and  the  avoidance  or  amicable  settlement 
of  controversies  and  differences  amongst  its  members  and  their 
employees;  and,  in  general,  to  advance  and  promote  all  legitimate 

interests  of  the  building  trades  of  the  city  of   ,  Ohio, 

and  vicinity. 


157  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Form  147 

No.  144. 
Canoe  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
encouraging  and  promoting  an  interest  in  canoeing  and  other 
aquatic  and  athletic  sports,  by  providing  means  and  facilities  for 
the  recreation,  physical  culture,  amusement,  and  social  inter- 
course of  its  members  and .  their  guests,  and  the  acquiring  by 
purchase,  lease  or  otherwise,  of  club-house,  club-rooms  and  other 
equipment. 

This  corporation  is  nonmutual  in  character. 

No.  145. 
Cemetery  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
acquiring  land,  by  purchase  or  otherwise,  for  cemetery  purposes; 
establishing  and  maintaining  a  cemetery  for  public  burial;  the 
sale  of  burial  lots;  accepting  endowment  funds  by  gift  or  he- 
quest,  investing  the  same,  disbursing  the  income  thereof  in  main- 
taining and  beautifying  the  lots  and  cemetery  grounds;  and  the 
doing  of  all  things  necessary  or  incident  thereto. 

No.  146. 
Chamber  of  Commerce. 

(See  G.  C.  §10144  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
collecting  and  circulating  valuable  and  useful  information  relat- 
ing to  the  manufacturing,  industrial  and  mercantile  interests  of 

the  city  of    ,   Ohio ;  to  oppose  the  enactment  of  laws 

prejudicial  to  said  interests;  to  encourage  wise  and  useful  legis- 
lation; to  investigate  transportation  systems  and  endeavor  to 
correct  the  abuses  and  evils  existing  therein;  to  secure  reasonable 
and  fair  rates  of  freight  to  and  from  said  city;  to  aid  in  the 
adjustment  of  controversies  and  misunderstandings  between  its 
members  and  others;  and  generally  to  promote  and  maintain  the 
general  welfare  of  the  manufacturing,  industrial  and  mercantile 
interests  of  said  city. 

No.  147. 
To  Administer  Charitable  Trust. 

(G.  C.  §  10092-1.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
administering  a  certain  trust  provided  by  the  last  will  and 


Form  151  OHIO  PRIVATE  CORPORATIONS.  158 

testament  of ,  deceased,  which  has  been  duly  proven  and 

recorded  in  volume     ,  page   ,  of  the  probate  records 

of county,  Ohio,  a  certified  copy  of  which  said  will  is 

filed   herewith. 

NOTE.— See  also  form  No.  177. 

No.  148. 
Chautauqua  Assembly. 

(G.  C.  §5888.) 

THUED.  Said  corporation  is  formed  for  the  purpose  of 
holding  annual  Chautauqua  assemblies,  encouragement  of  religion, 
art,  science  and  literature,  the  general  dissemination  of  knowl- 
edge, and  to  provide  social  entertainments  and  other  means  of 
recreation  and  amusements. 

No.  149. 
Church  or  Religious  Society. 

(G.  C.  §10010.) 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
providing  a  place  of  worship  for  its  members  and  conducting  the 

same  according  to  the  rules,  regulations  and  customs  of  the 

Church;  of  promoting  the  cause  of  the  Christian  religion;  and 
of  receiving,  holding  and  disbursing  gifts,  bequests  and  funds 
arising  from  other  sources;  of  owning  and  maintaining  suitable 
real  estate  and  buildings,  and  the  doing  of  all  things  necessary 
or  incident  thereto. 

No.  150. 
Club  House  Corporation. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
acquiring  by  purchase,  lease  or  otherwise,  real  estate,  for  a  club 
house,  and  owning,  improving  and  holding  the  same  for  the 
accommodation,  convenience  and  pleasure  and  entertainment  of 
members  of  the  Society. 

No.  151. 

College. 

TRIED.  Said  corporation  is  formed  for  the  purpose  of 
establishing,  maintaining  and  conducting  an  institution  of  learn- 


159  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      porm  154 

ing  for  the  purpose  of  promoting  education  in  all  departments 
of  learning  and  knowledge,  and  especially  in  those  branches 
usually  comprehended  in  academic,  collegiate  and  university 
courses;  to  acquire  and  hold  for  said  purposes  money,  real  estate 
and  other  property  necessary  or  proper  to  carry  out  said  objects; 
and  to  do  any  and  all  things  reasonable  and  necessary  to  be 
done  to  carry  out  said  purposes. 

NOTE. — A  schedule  of  property  must  be  filed  with  the  secretary  of 
state.    See  G.  C.  §  9922. 


No.  152. 
Consumers'  League.     (Ruling  Organization.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
being  a  ruling  or  principal  organization  over  subordinate  organi- 
zations associated  not  for  profit  and  located  in  municipalities  in 
the  state  of  Ohio.  The  purpose  of  this  corporation,  and  of  the 
subordinate  and  affiliated  organizations  is  to  further  the  welfare 
of  persons  engaged  in  the  making  and  distribution  of  commodities, 
and  of  working  women  and  children,  by  investigation,  discussion, 
dissemination  of  information,  legislation  and  appeal  to  public 
sentiment. 

No.  153. 
Deaconess  Home. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
caring  for  the  sick,  the  spiritually  and  physically  destitute  and 
needy  and  engaging  in  such  other  forms  of  charitable  and  benev- 
olent work  which  may  commend  itself  from  time  to  time  to  the 
association;  to  promote  the  interests  of  the  Christian  religion; 
to  receive  and  disburse  donations,  to  receive  and  hold  bequests 
and  all  funds  arising  from  other  sources  for  the  benefit  of  said 
corporation. 

No.  154. 
Family  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
promoting  and  perpetuating  the  general  welfare  of  the  family  of 
John  Doe,  mentally,  physically,  socially  and  morally,  and  of  re- 
ceiving and  holding  real  estate  and  personal  property  by  gift, 
devise  or  otherwise,  and  disposing  of  the  same  to  carry  out  the 
purpose  aforesaid,  and  the  doing  of  all  things  necessary  or  inci- 
dent thereto. 


Form  159  OHIO  PRIVATE  CORPORATIONS.  160 

No.  155. 
Farmers'  Institute  Society. 

(G.  C.  §9916.) 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
teaching  better  methods  of  farming,  stock  raising,  fruit  culture 
and  business  connected  with  agriculture  and  the  doing  of  all 
things  necessary  or  incident  thereto. 

NOTE. — Twenty  or  more  incorporators  are  required. 

No.  156. 
Farm  Laborers'  Association. 

(G.  C.  §10179.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
promoting  the  interests  of  agriculture  and  for  the  relief  of  dis- 
tressed farm  laborers,  or  their  orphans,  whether  such  widows  and 
orphans  are  members  of  the  association  or  not,  and  the  doing 
of  all  things  necessary  or  incident  thereto. 

No.  157. 
Free  Loan  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
loaning  money  to  poor  and  needy  persons,  without  interest  or 
compensation,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  158. 

Home  for  Indigent  and  Aged  Women. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
establishing  and  maintaining  a  home  for  indigent  and  aged 
women;  acquiring,  by  purchase,  lease  or  otherwise,  real  estate 
necessary  or  convenient  for  said  purpose,  and  constructing,  im- 
proving and  maintaining  buildings  thereon,  disposing  of  the 
same;  receiving,  holding,  investing  and  disbursing  gifts  and  be- 
quests and  funds,  and  the  doing  of  all  things  necessary  or  inci- 
dent thereto. 

No.  159. 

Hospital. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
establishing,  maintaining  and  conducting  a  hospital  for  medical 
and  surgical  treatment  of  persons,  conducting  a  training  school 


161  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Form  163 

for  nurses,  the  granting  of  diplomas  to  nurses  graduating  there- 
from, engaging  in  research  work  in  medicine,  surgery  and  kin- 
dred subjects;  receiving  funds  by  donation,  bequest  or  otherwise; 
holding,  investing  and  disbursing  the  same;  charging  and  receiv- 
ing compensation  for  treatment,  services  and  accommodations, 
all  for  the  purpose  of  maintaining  said  hospital  and  not  for  profit; 
and  the  doing  of  all  things  necessary  or  incident  thereto. 

No.  160. 
Improvement  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  pro- 
moting the  general  welfare  of  the  residence  districts  of  said  city, 
by  giving  special  attention  to  public  improvements  and  all  that 
relates  to  the  betterment  thereof  and  the  convenience  and  com- 
fort of  the  residents  thereof,  encouraging  social  intercourse  among 
its  members,  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  161. 

Law  and  Order  League. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  pro- 
moting the  enforcement  of  laws  and  ordinances  regulating  the 
sale  of  intoxicating  liquors  in  said  county,  and  assisting,  in  all 
proper  ways,  the  public  authorities  in  the  prevention,  discovery 
and  punishment  of  violations  of  such  laws  and  ordinances. 

No.  162. 
Merchants'  Exchange.     (Leaf  Tobacco.) 

(G.  C.  §  10144  et  seq.) 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
collecting  and  recording  local  and  general  statistical  information 
relating  to  the  tobacco  trade;  establishing  uniformity  in  its 
usages  and  customs;  adjusting  and  settling,  in  a  proper  and 
equitable  manner,  controversies,  disputes  and  differences  as  to 
contracts,  accounts,  customs  and  usages  that  may  arise;  the  ap- 
pointment of  inspectors  and  weighers  of  leaf  tobacco;  guarding, 
protecting  and  promoting  the  general  interests  of  the  tobacco 
trade  and  of  its  members,  and  the  doing  of  all  things  necessary 
or  incident  thereto. 

No.  163. 

Musical  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
the  study  and  culture  of  vocal  and  instrumental  music,  and  the 


Form  168  OHIO  PEIVATE  CORPORATIONS.  162 

promotion  of  social  intercourse  of  its  members  and  all  things 
incident  thereto. 

No.  164. 

Musical  Club.    Another  Form. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
the  vocal  study,  the  rehearsal  and  the  private  and  public  rendi- 
tion of  concerted  music  for  male  and  mixed  voices,  also  the  em- 
ployment and  presentation  of  musical  artists. 

No.  165. 
Mutual  Benefit  Association  of  Employees. 

THIRD.     Said    corporation    is    formed    for    the    purpose    of 

mutual  protection  and  relief  of  the  employees  of  the    

Company,  who  become  members,  and  their  families  and  relatives, 
exclusively;  receiving  and  raising  funds  by  donation  and  by  as- 
sessment on  its  members;  giving  financial  aid  to  members  when 
disabled  by  sickness  or  accident,  and  payment  of  benefits,  on  the 
death  of  members. 

No.  166. 

Benevolent  Mutual  Aid  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
assisting  the  members  of  said  corporation  in  sickness  or  distress, 
by  voluntary  contributions  of  its  members,  and  is  organized 
strictly  for  charitable  and  benevolent  purposes. 

No.  167. 
Political  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
organizing  a  political  and  social  club;  to  promote  the  study  of 
political  institutions  and  the  science  of  government  and  to  pro- 
vide a  place  where  its  members  may  enjoy  the  society  of  each 
other  and  their  friends. 

No.  168. 
Public  Library. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
owning,  maintaining  and  conducting  a  public  library  in  the  vil- 
lage of ,  Ohio ;  to  lease,  purchase  and  maintain  suitable 

real  estate  and  buildings  for  said  purpose;  to  receive,  hold  and 
disburse  donations,  bequests  and  other  funds  for  the  purposes  of 
said  corporation  and  to  do  all  things  necessary  and  incident 
thereto. 


163  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Form  172 

No.  169. 

Retail  Merchants'  Association. 

THIRr;  Said  corporation  is  formed  for  the  purpose  of 
fostering  and  extending  the  retail  trade  of  said  city;  encouraging 
wise  and  needful  legislation,  and  opposing  the  enactment  of 
laws  and  ordinances  prejudicial  to  the  mercantile  interests  of 
said  city;  giving  and  exchanging  information  among  its  mem- 
bers; promoting  the  social  intercourse  among  persons  engaged  in 
the  retail  trade  and  the  doing  of  all  things  necessary  or  incident 
thereto. 

No.  170. 

Salvage. 

(G.  C.  §§9873,  9875.) 

SECOND.  Said  corporation  is  to  be  located  at  , 

in  County,  Ohio,  and  shall  prosecute  its  business 

within  the  (municipality  or  other  subdivision)  of 

,  Ohio. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
discovering  and  preventing  fires  and  of  saving  property  and  life 
from  conflagration  and  exercising  all  of  the  powers  which  may 
be  exercised  by  such  corporations  under  the  laws  of  Ohio. 

No.  171. 
Social  and  Improvement  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
promoting  friendly  social  intercourse  and  to  encourage  education 
and  investigation  in  matters  pertaining  to  the  plumbing  trade; 
of  providing  social  entertainment  and  amusement  for  its  mem- 
bers and  their  families  and  friends  and  of  providing  a  meeting 
place  for  its  members. 

No.  172. 

Social  Settlement  Association. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of 
providing  a  place  and  facilities  for  social,  physical,  civic,  educa- 
tional and  moral  instruction  and  improvement,  and  for  such 
work  as  is  now,  or  may  be  hereafter,  commonly  associated  with 
"settlement  work;"  and  for  such  purpose  of  acquiring,  by  pur- 
chase, lease,  or  otherwise,  necessary  and  convenient  real  estate, 
buildings  and  rooms;  the  holding,  improving  and  disposing  of 
the  same;  the  receiving  of  funds  by  bequest  or  gift,  disbursing 
the  same  and  the  doing  of  all  things  necessary  or  incident  thereto. 


Form  176  OHIO  PRIVATE  CORPORATIONS.  164 

No.  173. 
Yacht  Club. 

THIRD.  Said  corporation  is  formed  for  the  purpose  of  the 
encouragement  of  yachting,  the  designing  and  building  of  yachts, 
and  the  promotion  of  social  relations  of  those  interested  in  yacht- 
ing. 

No.  174. 
Young  Men's  Christian  Association. 

(Must  be  approved  by  State  Association:      G.  C.   §§10031,   10024.) 

THIED.  Said  corporation  is  formed  for  the  purpose  of 
developing  the  Christian  character  and  usefulness  of  its  mem- 
bers and  of  promoting  the  spiritual,  mental,  social  and  physical 
welfare  of  young  men. 

No.  175. 
Agricultural  Society.     Articles  of  Incorporation. 

(G.  C.  §§9880,  9885.) 

The  undersigned,  being  residents  of  county  (or 

of  a  district  embracing  the  counties  of and ) , 

Ohio,  hereby  organize  themselves  into  a  society  for  the  improve- 
ment of  agriculture  within  said  county  (or  district),  subject  to 
the  rules  of  the  Agricultural  Commission  of  Ohio,  and  in  accord- 
ance with  the  laws  of  Ohio  governing  corporations  so  organized 
for  said  purpose. 

The  name  of  said  society  shall  be  Said  society 

shall  be  located  at  

In  witness  whereof,  we  hereunto  set  our  hands  this  

day  of ,  19... 

NOTE. — Thirty  or  more  incorporators  are  necessary.  A  copy  of  the 
printed  rules  may  be  obtained,  on  application,  from  the  Agricultural 
Commission,  Columbus,  Ohio. 

No.  176. 
Township  Agricultural   Society.     Articles   of  Incorporation. 

(G.  C.  §9911.) 

The  undersigned  residents  of    Township,    

County,  Ohio,  hereby  form  a  society  for  the  promotion  of  agri- 
culture in  such  township  and,  desiring  to  become  incorporated 


165  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Form  177 

under  the  laws  of  Ohio  and  the  following  agreement,  do  hereby 
certify : 

1.  The  name  of  said  society  shall  be    

2.  The  object  of  its  formation  is  not  for  profit,  but  for  the 
promotion  of  agriculture  in  said  township. 

3.  Said  society  shall  be  located  in  said  township  of 

In  witness  whereof,  we  hereunto  set  our  hands  and  seals  this 

day  of  ,  19... 

(Seal) 

(Seal) 

(Seal) 

(Seal) 

(Seal) 

(Certificate  of  acknowledgment.) 

NOTE. — The  acknowledgment  should  be  made  before  a  justice  of  the 
peace. 


No.  177. 
Charitable  Trust;  Corporation  to  Administer. 

(G.  C.  §  10086.) 

These  articles  of  incorporation  of  The 

Witnesseth :  That  ,  executor  of  the  last  will  and 

testament  of  ,  deceased,  and  and  , 

citizens  and  residents  of county,  Ohio,  desiring  to  form 

a  corporation  for  the  administration  of  a  certain  trust  provided 
by  the  last  will  and  testament  of  said  decedent,  hereby  certify: 

1.  That  the  following  is  a  copy  of  the  last  will  and  testa- 
ment of  said ,  deceased,  which  has  been  duly  proven  and 

recorded  in  volume   ,  page   ,  of  the  probate  records 

of county,  Ohio. 

2.  The  name  of  said  corporation  shall  be  (name 

of  testator  should  be  included,  unless  the  will  otherwise  provides). 

3.  Said  corporation  shall  be  located  at ,  in 

county,  Ohio. 

In  witness  whereof,  we  have  hereunto  set  our  hands  this 

day  of   ,  A.  D.  19... 


(Add  certificate  of  acknowledgment.) 
NOTE. — See  also  form  No.  147. 


Form  178  OHIO  PRIVATE  CORPORATIONS.  166 

No.  178. 

Endowment  Fund  Corporation. 
Board  of  Trustees.     Articles  of. 

(G.  C.  §10011.) 

It  is  hereby  certified  by  the  undersigned  that  at  a  regular 

session  of  the   Conference  of  the   Conference, 

of  the  Church,  held  at ,  in  county, 

Ohio,  the  following  named  persons,  to  wit :  ,  mem- 
bers of  said  denomination,  one  or  more  of  whom  are  resident 
freeholders  in  this  state,  were  duly  elected  a  board  of  trustees  for 

,  the Conference  of  the Church,  and 

who  are  to  serve  as  such  until  successors  shall  be  elected  and 
who  with  their  said  successors  in  office  shall  exist  and  become 
and  be  an  incorporated  board  of  trustees  and  a  corporation  not 
for  profit  for  the  purpose  of  acquiring  in  trust  and  of  so  con- 
trolling and  disposing  of  all  such  real  and  personal  property  as 
from  time  to  time  the  said  society  may  deem  it  desirable  to  have 
acquired,  controlled  and  disposed  of  for  church  and  benevolent 
purposes.  The  said  board  of  trustees,  however,  shall  hold  all 
such  property  in  trust  for  said  society  and  church  at  all  times 
and  acquire,  control  and  dispose  of  the  same  under  the  super- 
vision and  control  of  said  church  and  subject  to  its  directions 
and  order. 

That  the  uses  to  which  the  said  property  so  to  be  acquired 
and  hoi  den  shall  be  applied  are  all  such  uses  as  it  may  be  and 
is  lawful  for  the  said  church  and  society  to  apply  the  same  as  a 
religious  organization  and  body  under  the  laws  of  Ohio. 

In  witness  whereof,  we  have  hereunto  set  our  hands  this  .... 
day  of ,  A.  D.  19. .. 

, ,  and  officer  presiding  over  the  said 

Conference. 

,  secretary,  of  the  said   Conference. 

The  State  of  Ohio,   County,  ss. 

On  this day  of ,  A.  D.  19 . . ,  personally  ap- 
peared before  me,  a  notary  public  in  and  for  said  county  and 

state,   and    ,  who  acknowledged  that  they  did 

make  and  sign  the  foregoing  statement  as  and  for  the  uses  and 
purposes  therein  set  forth,  and  that  they  are  still  satisfied  there- 
with. 

(Seal) 


Notary  Public  in  and  for  ,  Ohio. 


167  FORMS— CORPORATIONS  NOT  FOR  PROFIT.       Form  179 

NO.  179. 

Fraternal  Benefit  Society. 

(G.  C.  §9473.) 

Articles  of  Association 

of 
The  A.  B.  Society. 

The  undersigned  persons,  all  of  whom  are  citizens  of  the 
United  States  and  a  majority  of  whom  are  citizens  of  the  state 
of  Ohio,  desiring  to  form  a  fraternal  benefit  society  as  defined 
by  the  Act  of  the  General  Assembly  of  the  State  of  Ohio  entitled 
"An  act  for  the  regulation  and  control  of  fraternal  benefit  socie- 
ties, passed  May  31,  1911,  hereby  certify: 

1st.     The  proposed  name  of  the  society  is  The  A.  B.  Society. 

2d.  The  purpose  for  which  the  society  is  formed  and  the 
mode  in  which  its  corporate  powers  are  to  be  exercised  are  as 
follows : 

Said  corporation  is  formed  not  for  profit,  but  for  the  purpose 
of  carrying  on  a  fraternal  benefit  society  for  the  mutual  benefit 
of  its  members  and  their  beneficiaries,  having  a  lodge  system 
with  ritualistic  form  of  work  and  representative  form  of  govern- 
ment, and  providing  for  the  payment  of  benefits  in  accordance 
with  section  9466  of  the  General  Code  of  Ohio. 

The  corporate  powers  of  said  corporation  are  to  be  exercised 
according  to  the  provisions  of  Chapter  4,  Subdivision  1,  of 
Division  III,  Title  IX,  Part  second  of  the  General  Code  of  Ohio 
and  of  the  constitution  and  laws,  rules  and  regulations  of  said 
corporation. 

Said  corporation  shall  have  no  capital  stock. 

3.  The  names,  residences  and  official  titles  of  all  the  officers, 
trustees,  directors  and  other  persons  who  are  to  have  and  exercise 
general  control  and  management  of  the  affairs  and  funds  of  the 
society  for  the  first  year  or  until  the  ensuing  election  at  which 
all  such  officers  shall  be  elected  by  the  supreme  legislative  or  gov- 
erning body  are  as  follows :  

4th.  The  place  of  the  principal  office  of  the  society  shall  be 
,  in  the  state  of  Ohio. 

In  testimony  whereof,  we  have  hereunto  set  our  hands  this 
day  of  ,  A.  D.  19... 

(Signatures  and  addresses  of  seven  or  more  incorporators.) 
The  State  of  Ohio,   ,  County,  ss. 

Personally    appeared    before    me,    the    undersigned    authority 

within   and  for  said  county,  on  this    day  of    , 

A.  D.  19. .,  the  above  named  ,  all  of  whom  I  hereby 

certify  are  citizens  of  the  United  States,  and  of  whom  I  hereby 
certify   the   following  named   are   citizens   of  the   state   of   Ohio 


Form  181  OHIO  PRIVATE  CORPORATIONS.  168 

,  and  each  of  them  severally  acknowledged  the  signing 

of  the  foregoing  articles  of  association  to  be  his  free  act  and 
deed  for  the  uses   and  purposes  therein  mentioned. 

Witness  my  hand  and  official  seal  on  the  day  and  year  last 
aforesaid. 


No.  180. 
Society  for  the  Prevention  of  Cruelty  to  Animals. 

(G.  C.  §10068.) 

Eecord  of  proceedings  had  at  a  meeting  held  at  , 

Ohio,  for  the  organization  of  a  society  for  the  prevention  of 
cruelty  to  animals. 

At  a  meeting  of  (state  number)  citizens  held  at 

,  in  ,  Ohio,  on  ,  19 . . ,  for  the  pur- 
pose of  organizing  a  society  for  the  prevention  of  cruelty  to 

animals, was  elected  temporary  chairman  and 

secretary.  A  permanent  organization  was  then  effected,  as  fol- 
lows :  ,  president ;  ,  secretary ;  , 

,  directors. 

On  motion  duly  seconded  and  unanimously  carried,  it  was 
resolved  that  the  persons  present  associate  themselves  together 
as  a  society  for  the  prevention  of  acts  of  cruelty  to  animals  under 
the  name  of  the Society. 

The  secretary  was  instructed  to  file,  certify  and  forward  to 
the  secretary  of  state  a  true  record  of  the  proceedings  of  the 
meeting.  On  motion  the  meeting  adjourned. 


President.  Secretary. 

,  Ohio,   ,  19... 

I,  the  undersigned,  do  hereby  certify  that  the  foregoing  is  a 

true  and  exact  copy  of  the  proceedings  of  a  meeting  held , 

19. .,  at ,  Ohio,  for  the  purpose  of  effecting  an  organiza- 
tion for  the  prevention  of  cruelty  to  animals. 


Secretary. 

No.  181. 
Organization  Record  of  Corporations  not  for  Profit. 

NOTE. — Every  corporation  should  have  a  blank  book  suitable  for 
the  record  of  all  its  proceedings.  A  membership  book  may  be  convenient, 
but  most  corporations  not  for  profit  use  ihs  first  few  pages  of  the  record 
of  proceedings  for  the  membership  roll.  On  the  first  page  should  be 
entered : 


169  FORMS— CORPORATIONS  NOT  FOR  PROFIT.       Form  181 

(a)     Record  Book. 

"liecord  of  proceedings  of  tlie  incorporators,  members  and 
trustees  of (name  of  corporation)." 

(Under  the  above  heading  an  entry  substantially  as  follows 
should  be  made:) 

On  this day  of ,  19..,  ,  , 

,  ,  and  ,  the  persons  named  below  as 

subscribers  of  articles  of  incorporation,  desiring  for  themselves, 
their  associates  and  successors,  to  become  a  body  corporate,  in 
accordance  with  the  general  corporation  laws  of  the  state  of  Ohio, 

under  the  name  and  style  of  (name  of  corporation), 

and  with  all  the  corporate  rights,  powers,  privileges  and  liabilities 
enjoyed  under  or  imposed  by  such  laws,  did  subscribe,  acknowl- 
edge and  afterward,  to  wit :  on  the day  of ,  19 . . , 

file  in  the  office  of  the  secretary  of  state  at  Columbus,  in  the 
state  of  Ohio,  articles  of  incorporation,  as  follows,  to  wit: 

(Copy  in  full  the  articles  of  incorporation,  with  acknowledg- 
ment and  certificate  of  the  secretary  of  state.) 

(Persons  may  become  members  by  subscribing  their  names  to 
a  copy  of  the  articles  (G.  C.  §  8653),  which  may  be  done  in  the 
following  form:) 

We,  the  undersigned,  having  the  qualifications  prescribed  by  its 
regulations  and  desiring  to  become  members  of  thereof,  do  hereby 
subscribe  our  names  to  the  foregoing  copy  of  the  articles  of  in- 
corporation of  (name  of  corporation). 

(Leave  sufficient  space  for  the  signatures  of  all  persons  who  are 
likely  to  become  members.) 


MINUTES    OF   MEETING    OF    INCORPORATORS    FOR   ELECTION    OF    FIRST 

TRUSTEES. 

(Q.  C.  §8655.) 

,   Ohio, ,   19... 

A  meeting  of  the  subscribers  to  the  articles  of  incorporation 

of  the  (name  of  corporation)  was  held  at  , 

in  ,  Ohio,  on  the  day  of  ,  19 ... 

Present :  Messrs Mr was  chosen 

chairman  and  Mr secretary  of  said  meeting. 

An  election  for  trustees,  to  hold  their  offices  until  the  next 
annual  meeting,  or  until  their  successors  are  elected  and  qualified, 

was  then  held,  resulting  in  the  choice  of  the  following : 

(five  or  more  trustees  are  required). 


Form  181  OHIO  PKIVATE  CORPORATIONS.  170 

There  being  no  further  business,  the  meeting  adjourned  on 
motion. 
Attest : 


Secretary.  Chairman, 

(c) 

OATH    OF    TRUSTEES. 

State  of  Ohio,  County,  ss. 

We,  the  undersigned,  being  duly  sworn,  say  that  we  will  faith- 
fully discharge  our  duties  as  trustees  of  (name  of 

corporation). 


Subscribed  and  sworn  to  before  me  this day  of 

19.. 


Notary  Public, 
(d) 

REGULATIONS  OF  CORPORATION"  NOT  FOR  PROFIT.  * 

ARTICLE  I.     MEETINGS  OF  MEMBERS. 

(a).  Annual  meeting.  The  annual  meeting  of  the  members 

of  this  association  shall  be  held  at on  the  first  Monday 

in  January  of  each  year  at o'clock  . .  M. 

(b).  Periodical  meetings.  (monthly,  quarterly,  etc.), 

meetings  shall  be  held  at  on  the  at  

o'clock  . .  M. 

(c).  Special  meetings  of  the  members  may  be  called  by  the 
trustees,  or  by  any  two  members,  by  giving  notice  in  writing  to 
each  member  by  mail  at  his  last  known  address,  or  by  publica- 
tion in  some  newspaper  published  in ,  Ohio,  for 

days.  At  all  meetings  shall  constitute  a  quorum. 

ARTICLE  II.    TRUSTEES. 

The  number  of  trustees  shall  be The  election  of  trus- 
tees shall  be  held  at  the  annual  meeting  of  members,  or  at  a 
special  meeting  called  for  that  purpose. 

Trustees  shall  hold  office  for  one  year  or  until  their  successors 
are  elected  and  qualified.  Trustees  chosen  at  the  first  election 


171  FORMS— CORPORATIONS  NOT  FOR  PROFIT.      Form  181 

shall  hold  office  until  the  time  fixed  for  the  next  annual  meeting, 
or  until  their  successors  are  elected  and  qualified. 

At  all  meetings  shall  constitute  a  quorum. 

ARTICLE  III.     OFFICERS. 

The  officers  of  the  association  shall  be  a  president,  vice-presi- 
dent, secretary  and  treasurer.  Said  officers  shall  be  chosen  by 
the  trustees  by  a  majority  ballot,  and  shall  hold  office  for  one 
year  or  until  their  successors  are  elected  and  qualified,  except 
that  officers  elected  at  the  first  meeting  of  the  trustees  shall  hold 
office  until  the  next  annual  meeting  of  the  trustees,  or  until  their 
successors  are  elected  and  qualified. 

NOTE. — The  president  must  be  chosen  by  the  trustees;  but  the  regula- 
tions may  provide  for  the  election  of  other  officers  by  the  members. 
G.  C.  §  8664. 

ARTICLE  IV.    DUTIES  OF  OFFICERS. 

(a).  President.  The  president  shall  preside  at  all  meetings 
of  the  members  and  trustees,  sign  the  records  thereof,  and  per- 
form generally  all  the  duties  usually  performed  by  presidents  of 
like  associations,  and  such  further  and  other  duties  as  may  be 
from  time  to  time  required  of  him  by  the  members  or  trustees. 

(b).  Vice-president.  The  vice-president  shall  perform  all 
the  duties  of  the  president  in  case  of  the  absence  or  disability 
of  the  latter.  In  case  both  president  and  vice-president  are  ab- 
sent or  unable  to  perform  their  duties,  the  members  or  trustees, 
as  the  case  may  be,  may  appoint  a  president  pro  tempore. 

(c).  Secretary.  The  secretary  shall  keep  minutes  of  all  the 
proceedings  of  the  members  and  trustees  of  this  association  and 
make  a  proper  record  of  the  same,  which  shall  be  attested  by 
him,  and  generally  perform  such  duties  as  may  be  required  of 
him  by  the  members  or  trustees. 

(d).  Treasurer.  The  treasurer  shall  receive  and  have  in 
charge  all  moneys  belonging  to  the  association  and  shall  disburse 
the  same  as  may  be  ordered  by  the  board  of  trustees.  He  shall 
keep  an  accurate  account  of  the  moneys  received  and  disbursed  by 
him,  and  shall  generally  perform  such  duties  as  may  be  required 
of  him  by  the  members  and  trustees.  On  the  expiration  of  his 
term  of  office  he  shall  turn  over  to  his  successor,  or  to  the  board 
of  trustees,  all  money  and  property  of  the  association  in  his  hands. 

ARTICLE  V.     QUALIFICATIONS  OF  MEMBERS. 

Any  person  may  become  a  member  of  this  association  upon 
election  by  three-fourths  of  the  members  present  at  any  regular 
meeting,  and  by  signing  the  membership  roll  and  agreeing  to  be 


Form  181  OHIO  PRIVATE  CORPORATIONS.  172 

bound   by   the   regulations   and   by-laws   of   the   association,   and 
by  payment  of  the  initiation  fee  specified  in  these  regulations. 

ARTICLE  VI.     INITIATION  FEE  AND  DUES. 

Each  member  shall  pay  an  initiation  fee  of   dollars 

within days  after  election,  and  in  case  of  failure  so  to 

do,  said  election  shall  be  void.     The  annual  dues  of  the  members 

shall  be dollars,  payable  semiannually.     Failure  to  pay 

dues  within  thirty  days  after  the  same  are  due  and  payable  shall 
be  a  cause  for  expulsion. 

AETICLE  VII.     SUSPENSION  AND  EXPULSION  OF  MEMBERS. 

Any  member  may  be  suspended  or  expelled  by  the  board  of 
trustees  for  failure  to  pay  dues,  or  for  conduct  unbecoming  a 
member.  Before  any  member  is  suspended  or  expelled  he  shall 
be  notified  in  writing  by  mail  at  his  last  known  address  of  the 
charges  against  him,  and  of  the  time  and  place  of  the  trustees, 
meeting  at  which  the  same  are  to  be  considered,  at  least  five 
days  before  said  meeting;  and  shall  be  given  an  opportunity  to 
defend,  and  shall  have  the  right  to  appeal  from  the  decision  of 
the  board  of  trustees  to  the  members,  and,  at  his  request,  the 
secretary  shall  call  a  special  meeting  of  the  members  to  consider 
said  appeal. 

ARTICLE  VIII.     ORDER  OF  BUSINESS. 

Unless  changed  by  a  majority  vote,  at  all  members'  meetings, 
the  order  of  business  shall  be  as  follows: 

(1)  Reading  of  the  minutes. 

(2)  Eeading  of  reports  and  statements. 

(3)  Unfinished  business. 

(4)  Election  of  trustees. 

(5)  New  or  miscellaneous  business. 

ARTICLE  IX.    AMENDMENTS. 

These  regulations  may  be  amended  or  repealed  by  the  written 
assent  thereto  of  the  members  of  this  association,  or  by  a  majority 
vote  of  the  members  at  a  meeting  called  for  that  purpose. 

(e) 

WRITTEN  ASSENT   TO   ADOPTION  OP   REGULATIONS. 
(G.  C.  §8703.) 

We,  the  undersigned,  being  more  than  two-thirds  of  the  mem- 
bers of (name  of  corporation),  do  hereby  assent  in 


173  FORMS.  Form 

writing  to  the  adoption  of  the  foregoing  code  of  regulations  for 
the  government  of  this  association. 
,  Ohio,    ,  19... 


MISCELLANEOUS  FORMS. 
RELATING  TO  ORGANIZATION  AND  MANAGEMENT. 

No.  182. 

Resolution  of  Directors  for  Gall  or  Assessment  on  Stock 
Subscriptions. 

(G.  C.  §8632.) 

Upon  motion  of  Mr ,  duly  seconded,  the  following 

resolution  was  unanimously  adopted: 

"Resolved,  that  an  assessment  of  percent  on  sub- 
scriptions to  the  capital  stock  of  this  Company  be,  and  the  same 

hereby  is,  called  for  and  required  to  be  paid  to  ,  the 

treasurer  of  this  Company,  at  No Street, 

Ohio,  on  or  before  the  day  of ,  19 ..." 

No.  183. 
Notice  of  Gall  or  Assessment  on  Stock  Subscriptions. 

The Company. 

,  Ohio, ,  19... 

By  resolution  of  the  board  of  directors  an  assessment  of  .... 
percent  on  subscriptions  to  the  capital  stock  of  this  Company  is 

called  for  and  required  to  be  paid  to ,  treasurer,  at  No. 

Street,   ,  Ohio,  on  or  before  the   day  of 

,  19.. 


Secretary. 

NOTE. — The   manner   of   giving   notice  of  calls   is   not   provided   by 
statute.     Notice  by  registered  mail  is  probably  sufficient. 

No.  184. 
Notice  of  Sale  of  Stock  for  Nonpayment  of  Call. 

(G.  C.  §8675.) 

Public  notice  is   hereby  given  that    .-?.  .&. . .    shares   of   the 

capital  stock  of  The    Company  will  be  sold  at  public 

auction  by  the  directors  of  said  Company  at  the  office  of  said 

Company,  No Street,   ,  Ohio,  on  the   

day  of ,  19 . . ,  at  10  o'clock  A.  M. 


Form  186  OHIO  PRIVATE  CORPORATIONS.  174 

Said  sale  will  be  made  pursuant  to  the  statute  in  such  case 

made    and   provided   because    of   the   nonpayment   by    , 

subscriber  for  said  stock,  of  a  call  for  the  payment  of  an  install- 
ment on  the  same  for  sixty  days  after  said  installment  was  re- 
quired to  be  paid,  due  notice  thereof  having  been  given. 

The   Company. 

By  , 

Secretary. 
,  Ohio,   ,  19. .. 

NOTE. — Publish  as  required  by  G.  C.  §  8676. 

No.  185. 
Receipt  for  Installment  Payment  on  Stock. 


Stub. 


Receipt. 


No 

Name  

Amount  $ 

Installment  No. 
Number  shares 
Date  , 


No $ Shares 

The Company, 

Building, 


Ohio. 


Received  of the  sum  of 


dollars,  being  installment  payment  No.  . . . 

of   percent  on  his  subscription  for 

shares  of  the  capital  stock  of  The 


Company. 


Treasurer. 
,  19... 

No.  186. 
Transferable  Receipt  for  Installment  Payment  on  Stock. 

No $ Shares. 

Transferable  Receipt. 

The Company. 

Building,   Ohio. 

Received  of the  sum  of dollars  on  account 

of  his  subscription  for   shares  of  the  capital  stock  of 

The Company  at  the  par  value  of  one  hundred  dollars 

per  share. 

Upon  payment  of  the  balance  of  said  subscription,  in  accord- 
ance with  its  terms,  and  upon  surrender  of  this  receipt,  certifi- 
cates for  said shares  of  stock  will  be  issued  to  the  order 

of  said  subscriber. 

,  19. ..  ,  Treasurer. 


175 


FORMS. 


Form  187 


ASSIGNMENT   OF   SUBSCRIPTION,    ENDORSED   ON    FOREGOING   RECEIPT. 

For  value  received,  I  hereby  sell,  assign  and  transfer  to 

my  subscription  for   shares  of  the  capital  stock  of  The 

Company,   together  with  all  payments  made  thereon, 

as  shown  by  the  within  receipt,  and  I  hereby  direct  and  authorize 
said  The Company,  upon  full  payment  of  said  subscrip- 
tion, to  issue  certificates  for  said  stock  to  the  order  of  said  as- 
signee. 

,19...  

In  presence  of 


No.  187. 
Certificate  of  Common  Stock. 

(G.  C.  §8672.) 


Stub. 


Certificate. 


Certificate  No 

For    shares. 

Issued  to  

Bated ,  19... 

Transferred  from  . . 

Dated ,19... 

No.  original  certifi- 
cate  

No.  shares  transfer- 
red  

Keceived     certificate 

No for 

shares  this  

,  19.. 


Incorporated  under  the  laws  of  the  state 
of  Ohio. 

No Number  of  shares    

Capital  stock,  $300,000. 
Common  stock,  $200,000. 
Preferred  stock,  $100,000. 

The Company. 

This  certifies  that   is  the  holder 

of shares  of  one  hundred  dollars 

each,  full  paid  and  nonassessable,   of  the 

capital  stock  of  The    Company, 

transferable  only  on  the  books  of  the  cor- 
poration, in  person  or  by  attorney,  on  sur- 
render of  this  certificate,  properly  en- 


dorsed. 
(Corporate  Seal) 


Witness  the  seal  of  the 
corporation  and  the  sig- 
natures of  its  duly  au- 
thorized officers  this  . . . 
day  of  ,  19... 


Secretary. 
Shares,  $100  each. 


President. 


ASSIGNMENT    TO    BE    ENDORSED   ON    CERTIFICATE. 

For  value  received,   hereby  sell,  transfer  and  assign 

to (all,  or  specify  number  of  shares  transferred)  of 


Form  188 


OHIO  PRIVATE  CORPORATIONS. 


176 


the  shares  of  stock  evidenced  by  the  within  certificate  and  hereby 

irrevocably  constitute  and  appoint  ,  attorney, 

with  full  power  of  substitution,  to  transfer  the  same  on  the  books 
of  the  corporation. 

Dated    ,19...  

In  presence  of 


NOTE. — The  person  to  whom  a  certificate  is  issued,  or  his  duly  au- 
thorized agent  or  attorney,  should  sign  the  receipt  on  the  corresponding 
stub. 


No.  188. 
Certificate  of  Preferred  Stock. 

(G.  C.  §  8667  et  seq.) 


Stub  as  in  preced- 
ing form,  insert- 
ing word  "Prefer- 
red" on  top  line. 


Incorporated  under  the  laws  of  the  state 
of  Ohio. 

No Number  of  shares 

Capital  stock,  $300,000. 
Common  stock,  $200,000. 
Preferred  stock,  $100,000. 

The Company. 

This  certifies  that   is  the  holder 

of shares  of  one  hundred  dollars 

each,  fully  paid,  of  the  preferred  stock  of 

The   Company,  transferable  only 

on  the  books  of  the  corporation,  in  person 
or  by  attorney,  on  the  surrender  of  this 
certificate  properly  endorsed.  The  holder 
of  this  certificate  is  entitled  to  cumulative 
(or  noncumulative)  dividends  in  each  year 
at  the  rate  of  six  percent  per  annum,  pay- 
able out  of  the  surplus  profits  of  said  Com- 
pany, in  preference  to  any  dividend  on 
the  common  stock.  (Insert  here  such  of 
the  special  clauses  following  as  may  be  de- 
sired.) 

Witness  the  seal  of  the  corporation  and 
the  signatures  of  its  duly  authorized  offi- 
cers at  ,  Ohio,  this  ....  day  of 

,    19.. 


Secretary. 
Shares,  $100  each. 
(Corporate  Seal) 


President. 


177  FORMS.  Form  189 

No.  189. 
Special  Clauses  for  Preferred  Stock  Certificates. 

DIVIDENDS  LIMITED  TO  SPECIFIED  RATE. 

The  holder  of  this  certificate  shall  not  be  entitled  to  any 
dividends  in  excess  of  six  percent  per  annum  and  the  arrears 
thereof. 

PREFERRED   STOCK  TO   PARTICIPATE  IN  EXCESS  DIVIDENDS. 

When  dividends  of  six  percent  have  been  paid  for  any  year 
on  the  entire  preferred  and  common  capital  stock,  issued  and 
outstanding,  the  holder  of  this  certificate  shall  be  entitled  to 
share  in  all  further  dividends  for  that  year. 

RIGHT    TO   VOTE   WITHHELD. 

The  holder  of  this  certificate  shall  not  be  entitled  to  vote  at 
meetings  of  the  stockholders  of  said  Company. 

PREFERRED  STOCK  TO  BE  VOTED  UPON  DEFAULT  FOR  DIVIDENDS. 

The  holder  of  this  certificate  shall  not  be  entitled  to  vote  at 
meetings  of  the  stockholders  of  said  Company  so  long  as  dividends 
at  the  above  rate  are  paid;  but  in  case  of  default  in  the  payment 
of  such  dividends,  then  and  thereafter  the  holder  hereof  may 
vote  at  any  and  all  stockholders'  meetings. 

OPTION  TO  CORPORATION  TO  REDEEM   STOCK. 

The  preferred  stock  represented  by  this  certificate  is  subject 

to  redemption  at  the  option  of  the  Company  on  the day  of 

,  19. .,  or  on  the  day  of of  any  year 

thereafter,  upon  payment  of dollars  ($ )  per  share 

and  all  accumulated  dividends. 

OPTION  TO   HOLDER   TO   CONVERT   INTO   COMMON    STOCK. 

The  holder  hereof  may,  at  his  election,  on  surrender  of  this 
certificate,  convert  the  same  into  an  equal  number  of  shares  of 
common  stock. 


Form  191 


OHIO  PRIVATE  CORPORATIONS. 


178 


No.  190. 

Certificate  of  Stock  Reserving  Lien  to  Secure  Indebtedness 
to  Corporation. 


Stub    as    in   preced- 
ing forms. 


Incorporated  under  the  laws  of  the  state 
of  Ohio. 

No shares. 

The Company. 

Capital  stock  $ ....      Shares  $ ....    each. 

This  certifies  that is  the  owner 

of   shares  of    dollars  each, 

fully   paid,    of   the    capital   stock   of    The 

Company,   transferable   only   on 

the  books  of  the  corporation,  in  person  or 
by  attorney,  on  surrender  of  this  certifi- 
cate and  the  payment  of  all  indebtedness 

of  the  above  owner  to  said  The   

Company.     The   Company  has  a 

first  lien  on  the  shares  of  stock  represented 
by  this  certificate  to  secure  all  indebted- 
ness of  the  above  owner  to  it. 

In    witness    whereof,   the    duly 
authorized   officers   of   this    Com- 
pany   have    hereunto    subscribed 
(Seal)     their  names  and  caused  the  cor- 
porate  seal   to   be   hereto   affixed 

at ,  Ohio,  this day 

of  ,  19... 

,  President. 

,    Secretary. 

NOTE. — See  G.  0.   §§8673-15,  9761.     Stafford  v.   Produce  Exchange 
Banking  Co.,  61  0.  S.  160. 


No.  191. 
Corporation  Calendar. 

NOTE. — During  the  course  of  a  year  many  things  require  attention 
by  the  officers  of  a  corporation  on  certain  specified  dates.  As  a  reminder, 
the  secretaries  of  many  corporations  enter  memoranda  of  such  matters 
in  the  "tickler"  system  regularly  used  by  their  respective  companies.  The 
secretaries  of  other  corporations  prepare  a  calendar  which  is  hung  in  a 
conspicuous  place.  The  following  specimen  calendar,  which  is  printed 
merely  to  suggest  the  general  nature  of  the  entries,  is  prepared  for  the 
year  1914  for  a  corporation  of  which  the  annual  meeting  of  stockholders 
is  held  on  the  first  Monday  in  January,  with  monthly  meetings  of  direc- 
tors on  the  first  Tuesday  of  each  month.  If  any  regular  meeting  day  is 
a  legal  holiday,  the  meeting  is  held  on  the  day  following.  Notice  of 


179  FORMS.  Form  191 

stockholders'  meetings  of  this  corporation  are  required  to  be  mailed  ten 
days,  and  of  directors'  meetings  at  least  three  days,  before  the  day  of  the 
meeting. 

Calendar  of  The  Company. 

1914. 
January 

5        Stockholders'  annual  meeting  10  A.  M. 

(If  directors  elected  at  this  meeting  are  all  present 
hold  regular  monthly  meeting  of  directors  imme- 
diately after  adjournment  of  stockholders'  meeting. 
All  directors  should  sign  a  waiver  of  notice  of  this 
meeting.) 

30  Send  out  notices  of  the   directors'   meeting  of  Feb- 

ruary 3. 
February 

3        Directors'  meeting  2  P.  M. 

16  Federal  income  tax  return  must  be  made  on  or  before 
March  1  to  IT.  S.  Collector  of  Internal  Revenue, 
,  Ohio. 

27  Send  income  tax  return  to  U.  S.  Collector  of  Internal 

Eevenue. 

Send  out  notices  of  the  directors'  meeting  of  March  3. 
March 

3        Directors'  meeting  2  P.  M. 
April 

3         Send  out  notices  for  directors'  meeting  of  April  7. 
7        Directors'  meeting  2  P.  M. 
May 

1  Send  out  notices  for  directors'  meeting  of  May  5. 
5        Directors'  meeting  2  P.  M. 

15  Property  tax  return  to  county  auditor  due  by  May  31 ; 
franchise  tax  statement  to  tax  commission  of  Ohio 
due  by  May  31. 

29         Mail  franchise  tax  statement  to  state  tax  commission. 
Make  return  of  property  for  taxation  to  county  au- 
ditor. 

Send  out  notices  for  directors'  meeting  of  June  2. 
June 

2  Directors'  meeting  2  P.  M. 
July 

3  Send  out  notices  for  directors'  meeting  of  July  7. 
7  Directors'  meeting  2  P.  M. 

31  Send  out  notices  of  the  directors'  meeting  of  August  4. 
August 

4  Directors'  meeting  2  P.  M. 

28  Send  out  notices  for  the  directors'  meeting  of  Sep- 

tember 1. 


Form  191  OHIO  PRIVATE  CORPORATIONS.  180 

September 

1  Directors'  meeting  2  P.  M. 
October 

2  Send  out  notices  for  the  directors'  meeting  of  Octo- 

ber 6. 

6         Directors'  meeting  2  P.  M. 

30         Send  out  notices  for  the  directors'  meeting  of  Novem- 
ber 3. 
November 

3  Directors'  meeting  2  P.  M. 

27         Send  out  notices  for  the  directors'  meeting  of  Decem- 
ber 1. 
December 

1         Directors'  meeting  2  P.  M. 

Get  tax  bills  from  county  treasurer. 
19         Pay  property  taxes  to  county  treasurer. 
24         Send  out  notices  for  stockholders'  annual  meeting  Jan- 
uary 4,  1915,  at  10  A.  M. 

STOCK  BOOKS. 

NOTE. — By  statute  every  corporation  is  required  to  keep  a  book  in 
which  it  is  the  duty  of  the  secretary  to  register  all  subscriptions  and 
transfers  of  stock.  G.  C.  §  8673. 

The  form  of  the  book  is  not  prescribed.  Harpold  v.  Stobart,  46  O.  S. 
397  (400). 

Many  corporations  keep  no  stock  book,  but  attempt  to  keep  on  the 
stubs  of  the  stock  certificate  book  a  record  of  the  stock  issued  and  trans- 
ferred. This  is  not  a  compliance  with  the  statute;  although  where  ths 
certificates  representing  transferred  stock  are  cancelled  and  pasted  on  the 
stubs  from  which  they  were  originally  detached,  and  proper  entries  are 
made  on  such  stubs  showing  the  transfers  and  issue  of  new  certificates, 
and  where  the  outstanding  certificates  are  properly  receipted  for  on  the 
stub,  the  certificate  book  undoubtedly  contains  a  complete  record.  See, 
Herrick  v.  Wardwell,  58  0.  S.  294  (311-312). 

The  better  practice  is  to  keep  two  books :  ( 1 )  a  stock  transfer  book 
and  (2)  a  stock  ledger.  The  following  forms  of  stock  books  are  sug- 
gested: 


181 


FORMS. 


Form  192 


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Form  193 


OHIO  PRIVATE  CORPORATIONS. 


182 


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183  FORMS— PROXIES.  Form   195 

NOTE.— tSfocJk  transfer  book.  The  hypothetical  entries  in  the  above 
form  of  stock  transfer  book  represent  the  following  transactions: 

(1)  An  issue  to  the  original  subscribers  of  certificates  representing 
100  shares  of  stock,  as  follows: 

To  William  Brown     10   shares 
"     Thomas  White      10 
"     Franklin  Green     10        " 
"     George  Black         20        " 
"     Edward  Johnson  50        " 

(2)  A  transfer  of  five  shares  by  William  Brown  to  Peter  Smith; 
the  original  certificate  issued  to  William   Brown  being  surrendered  and 
cancelled  and   two   certificates   being   issued   in    its   stead;    one  to   Peter 
Smith  for  five  shares  and  one  to  William  Brown    (a  reissue)    for  five 
shares. 

(3)  A  transfer  of  ten  shares  by  Thomas  White  to  Joseph  Miller. 

(4)  A  transfer  of  ten  shares  by  Franklin  Green  to  William  Brown. 
Stock  ledger.    In  the  above  form  only  one  ledger  account  is  given 

which  will  illustrate  the  character  of  entries  required.  When  a  certificate 
is  issued  to  a  new  stockholder  a  new  ledger  account  should  be  opened  in 
his  name.  When  all  stock  of  a  stockholder  is  transferred  to  other  persons 
his  account  should  be  closed. 

These  forms  may  be  changed  to  meet  the  individual  taste  of  any 
bookkeeper;  but  whatever  be  the  forms  adopted,  the  facts  set  out  in  the 
last  two  forma  should  appear  in  some  shape  or  other  in  the  forms 
adopted. 

No.  194. 
Proxy.     One  Specified  Meeting. 

Know  all  men  by  these  presents,  that  I,  the  undersigned  stock- 
holder in  The  Company,  do  hereby  appoint  

my  true  and  lawful  attorney,  substitute  and  proxy  (with  power 
of  substitution)  for  me  and  in  my  name  to  vote  at  the  annual 

meeting  of  stockholders  of  said  Company,  to  be  held  on  , 

the  day  of  ,  19 . . ,  or  at  any  adjournment  of 

said  meeting,  with  all  powers  I  should  have  if  personally  present, 
hereby  revoking  all  proxies  heretofore  given. 

Dated  at ,  on  this day  of ,  19 ... 

Witness,  

No.  195. 
Proxy.     All  Meetings  Within  a  Specified  Time. 

Know  all  men  by  these  presents,  that  I, of ,  hereby 

appoint  ....  to  be  my  substitute  and  proxy,  for  me,  and  in  my 
name,  place  and  stead,  to  vote  at  any  election  held  by  the  stock- 
holders of  The Company  for  directors  within months 

from  the  date  hereof,  and  to  vote  on  all  matters  considered  at  any 
stockholders'  meeting,  annual  or  special,  held  during  said  period, 
as  fully  as  I  might  do  if  personally  present. 


Form  197  OHIO  PRIVATE  CORPORATIONS.  184 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  at 
,  this   day  of  ,  19. .. 

Witness, 
(Seal) 


NOTE. — A  seal  is  not  required  in  Ohio  but  is  required  in  some 
States.  It  is  prudent  to  execute  proxies  under  seal,  when  intended  for 
use  in  another  State,  or  when  the  corporation  is  organized  under  the  laws 
of  another  State. 


No.  196. 
Proxy.     General. 

Know  all  men  by  these  presents,  that  I, ,  do  hereby 

constitute  and  appoint my  attorney  and  substitute  (with 

power  of  substitution)  for  me  and  in  my  name,  place  and  stead, 
to  vote  as  my  proxy  at  any  annual  or  special  meeting  of  the 
stockholders  of  The  Company  for  the  election  of  di- 
rectors, and  upon  such  other  questions  as  may  come  before  any 
such  meeting,  according  to  the  number  of  votes  I  should  be  en- 
titled to  cast  if  then  personally  present. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this 

day  of  ,  A.  D.  19... 

(L.    S.) 

Sealed  and  delivered  in  presence  of 


No.  197. 
Revocation  of  Proxy. 

Know  all  men  by  these  presents,  that,  whereas,  in  and  by 

my  proxy  dated   ,  19. .,  I,  A.  B.,  did  constitute 

and  appoint  C.  D.  my  attorney,  substitute  and  proxy,  for 
me  and  in  my  name,  place  and  stead  to  vote  at  (insert  reference 
to  meeting  or  meetings,  and  other  authority,  of  any,  given  to 
proxy)  as  will  more  fully  appear  by  reference  to  said  proxy. 

!N"ow  I,  the  said  A.  B.,  do  hereby  revoke,  countermand,  annul 
and  make  void  the  said  proxy  above  mentioned,  and  all  power 
and  authority  thereby  given,  or  intended  to  be  given,  to  the  said 
C.  D. 

Witness  my  hand  this day  of ,  19. .. 

In  presence  of  A.  B. 


185  FORMS — STOCKHOLDERS'  MEETINGS.        Form  199 

ANNUAL  MEETINGS  OF  STOCKHOLDERS. 

NOTE. — For  record  and  minutes  of  first  meeting  of  stockholders  see 
pages  111,  125  and  126.  See  also  page  39. 

No.  198. 
Notice  of  Annual  Meeting. 

The Company. 

No Building. 

,  Ohio,    19... 

The   annual   meeting   of   the   stockholders   of   The    

Company  will  be  held  in  the  office  of  the  Company,  No 

Building,  ,  Ohio,  on   ,  the   day 

of    ,   19..,  at    ....    o'clock    ..    M.  for  the  election   of 

directors  for  the  ensuing  year  and  for  the  transaction  of  such 
other  business  as  may  come  before  said  meeting. 

NOTE. — If  the  regulations  provide  that  only  those  persons  may  vote 
who  are  stockholders  of  record  a  certain  number  of  days  before  the  annual 
meeting,  add  the  following: 

At  said  meeting  only  such  persons  shall  be  entitled  to  vote 
who  appear  as  stockholders  on  the  books  of  the  Company  on  the 
day  of ,19... 


Secretary. 
No.  199. 

Minutes  of  Annual  Meeting. 

NOTE. — If  the  regulations  of  the  corporation  provide  for  notice  of 
the  annual  meeting,  it  is  good  practice  to  insert  a  copy  of  the  notice 
above  the  minutes  of  the  meeting,  with  the  following  certificate  appended: 

I  hereby  certify  that  a  true  copy  of  the  foregoing  notice  was, 
on  the day  of ,  19 . . ,  by  me  mailed,  postage  pre- 
paid, to  each  and  every  stockholder  registered  on  the  books  of 
this  Company. 


Secretary. 

Annual  Stockholders'  Meeting. 

,  19... 

The  stockholders  of  The  Company  met  in  annual 

meeting  at  the  office  of  the  Company  in ,  Ohio,  at  .... 

o'clock  ..  M.,  ,19... 

The  meeting  was  called  to  order  by ,  president  of  the 

Company,  who  presided  over  the  meeting ,  secretary 

of  the  Company,  acted  as  secretary  of  the  meeting. 

The  president  directed  the  secretary  to  call  the  roll  of  the 


Form  199  OHIO  PRIVATE  CORPORATIONS.  186 

stockholders,  and  requested  all  persons  holding  proxies  to  deposit 
the  same  with  the  secretary,  which  was  accordingly  done.  There- 
upon the  secretary  announced  that  out  of  500  shares  of  outstand- 
ing stock  entitled  to  vote  at  the  meeting,  450  shares  were  rep- 
resented at  the  meeting;  300  shares  by  stockholders  in  person,  and 
150  shares  by  proxy. 

The  minutes  of  the  preceding  annual  meeting  of  stockholders 
were  read  and  approved.  The  minutes  of  special  stockholders' 

meetings  held  ,  19..,  and  ,  19..,  were  read 

and  approved. 

The  annual  report  of  the  president  was  then  read  by  him,  and, 
on  motion  duly  made  and  seconded  and  unanimously  carried,  was 
ordered  received  and  placed  on  file. 

The  annual  report  of  the  treasurer  was  then  presented  and, 
upon  motion  duly  made  and  seconded  and  unanimously  carried, 
was  ordered  received  and  placed  on  file. 

There  being  no  unfinished  business,  the  president  thereupon 
declared  nominations  of  persons  to  serve  as  directors  for  the 
ensuing  year  to  be  in  order. 

The  following  persons  were  placed  in  nomination:     Messrs. 


(X)  On  motion  duly  made,  seconded  and  carried,  Messrs. 

and  were  appointed  inspectors  of  election. 

Thereupon  the  secretary  delivered  to  the  inspectors  of  election 
the  proxies  on  file  and  a  list  showing  the  stockholders  entitled 
to  vote  at  the  meeting,  and  the  number  of  shares  owned  by  each. 

Thereupon  a  ballot  was  had,  and  the  inspectors  of  election 
presented  a  certificate  of  the  result  thereof,  showing  that  Messrs. 
had  received  a  majority  of  the  votes  cast. 

NOTE. — If  there  is  no  contest,  only  th«  number  of  directors  to  be 
elected  having  been  nominated,  omit  the  foregoing  paragraph  beginning  at 
(X)  and  insert  the  following: 

"There  being  no  other  nominations,  upon  motion  duly  made, 
seconded  and  unanimously  carried,  the  secretary  was  instructed 
to  cast  the  ballot  of  all  stockholders  present  for  the  candidates 
for  directors  so  placed  in  nomination.  The  secretary  accordingly 
cast  said  ballot." 

Whereupon  said  persons  were  declared  by  the  president  to  be 
duly  elected  as  directors  for  the  ensuing  year  and  until  their 
successors  are  elected  and  qualified. 

There  being  no  further  business,  the  meeting  was  duly  ad- 
journed on  motion. 

••••• ) 

Attest :  President. 

> 

Secretary. 


187  FORMS-STOCKHOLDERS'  MEETINGS.        Form  201 

No.  200. 
Ballot. 

The   Company. 

Annual    meeting    ,    19 ... 

The  undersigned  hereby  votes  the  number  of  shares  set  oppo- 
site his  signature  below  for  the  following  persons  to  serre  as 
directors  for  the  ensuing  year. 


Name 


in  person 

or 
proxy  for 


Number  of  Shares. 


No.  201. 
Inspectors'  Certificate  of  Election. 

See  G.  C.  §  8644. 

We,  the  undersigned,  duly  appointed  inspectors  of  election  to 

conduct  the  election  of  directors  of  The Company,  held 

,  19..,  do  hereby  certify  that  we  duly  conducted  said 

election  by  ballot,  and  received  and  counted  the  votes  cast,  with 
the  result  that  the  following  named  directors  were  elected  by  the 
majority  vote  set  opposite  their  respective  names: 


Names. 

Votes  Received. 

Majority. 

In  witness  whereof,  we  hereunto  set  our  hands  at 
Ohio,  this day  of ,  19 ... 


Form  202  OHIO  PKIVATE  CORPORATIONS.  188 

SPECIAL  MEETINGS  OF  STOCKHOLDERS. 

NOTE. — The  following  forms  are  not  applicable  in  all  respects  where 
a  special  meeting  of  the  stockholders  is  held  to  act  upon  matters  which 
are  specially  provided  for  by  statute,  such  as  a  sale  of  the  entire  assets 
of  the  corporation,  amendment  of  the  articles  of  incorporation,  increase 
of  number  of  directors,  increase  of  capital  stock,  amendment  of  the  regu- 
lations, etc.  In  such  cases  the  special  statutory  provisions,  if  any,  for 
calling  and  giving  notice  of  the  meeting  should  be  followed.  Forms  there- 
for, including  motions  and  resolutions  are  included  under  the  special  titles. 

No.  202. 
Waiver  of  Call  and  Notice  of  Special  Stockholders'  Meeting. 

,  Ohio, ,  19... 

We,  the  undersigned,  being  all  the  stockholders  of  The 

Company,  of  ,  Ohio,  do  hereby  consent  that  a  special 

meeting  of  the  stockholders  of  said  corporation  may  be  held  at  the 

office  of  the  Company,  No Street, , 

Ohio,  on  the day  of ,  19 . . ,  at o'clock 

. .  M.  for  the  purpose  of  considering  and  acting  upon  

(state  object  of  meeting,  as  "a  proposed  increase  in  the  number 
of  directors  of  this  company  from  five,  the  present  number,  to 
ten") 

We  hereby  waive  any  and  all  requirements  of  law,  or  of  the 
regulations  of  said  Company,  as  to  the  making  of  a  call  for,  and 
the  giving  of  notice  of  said  meeting,  and  we  hereby  agree  to  the 
transaction  at  said  meeting  of  any  and  all  business  within  the 
powers  of  said  Company. 


Stockholders. 

Proxies. 

Shares. 

189  FORMS— STOCKHOLDERS'  MEETINGS.        Form  205 

No.  203. 
Call  for  Special  Meeting  of  Stockholders. 

,  Ohio,  ,  19... 

To  

Secretary  of  The Company. 

We,  the  undersigned,   (directors,  or  stockholders) 

of  The Company,  do  hereby  call  and  order  a 

special  meeting  of  the  stockholders  of  said  Company  to  be  held 

in  the  office  of  the  Company,  No Street, , 

Ohio,  on  the day  of ,  19. .,  at o'clock  . .  M. 

for  the  purpose  of  considering  and  acting  upon  (state 

object  of  meeting)    and  for  the  transaction  of  any  and 

all  business  necessary  or  incident  thereto,  and  we  do  hereby  in- 
struct you  to  give  notice  of  such  meeting  to  the  stockholders  pur- 
suant to  law  and  to  the  regulations  of  this  Company. 


NOTE. — The  foregoing  call  should  be  signed  by  the  number  of  stock- 
holders authorized  by  the  regulations;  or  by  all  the  directors.  If  not 
signed  by  all  the  directors,  a  director's  meeting  should  be  held  and  a 
resolution  similar  to  the  following  should  be  adopted: 

No.  204. 

Call  for  Special  Stockholders'  Meeting  by  Resolution  of 

Directors. 

"Resolved,  that  a  special  meeting  of  the  stockholders  of  this 
Company  be  and  is  hereby  called  and  ordered,  to  be  held  in  the 

office  of  the  Company,  No Street,    , 

Ohio,  on  the day  of ,  19. .,  at o'clock  . .   M. 

for  the  purpose  of  considering  and  acting  upon   (state 

object  of  meeting) and  for  the  transaction  of  any  and 

all  business  necessary  or  incident  thereto;  and  the  secretary  is 
hereby  instructed  to  give  notice  thereof  to  the  stockholders  pur- 
suant to  law  and  to  the  regulations  of  this  Company." 

No.  205. 
Notice  of  Special  Meeting  of  Stockholders. 

The   Company. 

Notice  of  Special   Stockholders'  Meeting. 

,  Ohio, ,  19. .. 

A   meeting   of  the  stockholders   of  The    Company 

will  be  held  at  the  office  of  the  Company,  No 


Form  206  OHIO  PRIVATE  CORPORATIONS.  190 

•Street,   ,  Ohio,  on  the    day  of   ,  19 . .,  at 

o'clock    . .    M.  for  the  purpose   of  considering  and  acting 

upon  (state  object  of  meeting)    and  the  transaction  of 

any  and  all  business  necessary  or  incident  thereto. 


Secretary. 
No.  206. 

Minutes  of  Special  Stockholders'  Meeting. 

NOTE. — The  call  for  the  meeting  should  be  copied  or  pasted  into  the 
minute  book  above  the  minutes  of  the  meeting;  followed  by  a  copy  of  the 
notice  of  the  meeting,  with  the  certificate  of  the  secretary  thereto,  for 
which  see  Minutes  of  Annual  Meeting. 

If  notice  is  waived  by  all  the  stockholders,  the  waiver  should  be  in- 
serted in  place  of  the  call  and  notice. 

Special  Stockholders'  Meeting. 

19... 

Pursuant  to  the  foregoing  call  and  notice  (or  waiver)  the 

stockholders  of  The  Company  met  in  the  office  of  the 

company  in  ,  Ohio,  at  ....  o'clock  M 

19... 

The  meeting  was  called  to  order  by  Mr ,  president 

of  the  company,  who  presided  over  the  meeting.  Mr , 

secretary  of  the  company,  acted  as  secretary  of  the  meeting. 

The  president  directed  the  secretary  to  call  the  roll  of  the 
stockholders  and  requested  all  persons  holding  proxies  to  deposit 
the  same  with  the  secretary,  which  was  accordingly  done.  There- 
upon the  secretary  announced  that  out  of  ....  shares  entitled 
to  vote  ....  shares  were  represented  at  the  meeting ;  . . . .  shares 
by  stockholders  in  person  and  ....  shares  by  proxies. 

The   call   for   the  meeting  was   then   read   by  the   secretary. 

(The  business  transacted  at  the  meeting  should  here  be  recorded. 
Only  the  business  specified  in  the  call  and  notice  can  be  transacted 
at  a  special  meeting  of  the  stockholders,  unless  by  consent  of  all  the 
stockholders.) 

The  following  form  may  be  used  in  entering  a  resolution  on  the 
minutes: 

Mr presented,  read  and  moved  the  adoption  of  the 

following  resolution: 

(Copy  resolution  in  full  as) 

RESOLUTION  FOR  INCREASE  IN  NUMBER  OF  DIRECTORS. 

"Resolved,  that  the  number  of  directors  of  this  Company  be 
increased  from  five,  the  present  number,  to  ten;  that  the  five 
new  directors  shall  be  elected  at  this  meeting  and  shall  hold 
office  until  the  next  annual  meeting." 


191  FORMS— STOCKHOLDERS'  MEETINGS.       Form  208 

The  motion  was  seconded  by  Mr ,  and  was  duly 

carried  (by  a  unanimous  vote,  or, shares  being  cast  in 

favor  of  said  resolution  and shares  being  cast  against 

its  adoption. 

Whereupon  the  president  declared  said  resolution  duly  adopted. 

(For   election   of   directors,   see   minutes   of   annual   meeting  above). 
A  motion  may  be  entered  on  the  minutes  in  the  following  form: 

"Upon  motion  duly  made  and  seconded  and  (unanimously) 

carried  (enter  the  substance  of  the  motion,  as,  the 

president  was  authorized  to  appoint  a  committee  composed  of  three 
stockholders,  to  examine  the  books  and  records  of  the  company 
and  to  report  to  the  stockholders  at  a  subsequent  meeting  to  be 
held ,  19....,  at  o'clock  . .  M.") 

There  being  no  further  business  the  meeting  was  duly  ad- 
journed on  motion. 

Attest : 


Secretary.  President. 


AMENDMENT  OF  REGULATIONS. 

NOTE. — Th«  provisions  of  the  regulations  as  to  the  manner  in  which 
amendments  may  be  made  should  be  carefully  followed. 


No.  207. 
Assent  of  Stockholders  to  Amendment. 

,  Ohio,  ,  19... 

We,  the  undersigned,  being  the  owners  of  the  number  of 
shares  of  the  capital  stock  of  The  Company  set  oppo- 
site our  respective  names  do  hereby  assent  in  writing  that  Article 

....    of   the   Regulations   of   said    The    Company   be 

amended  so  that  as  amended  it  shall  read  as  follows : 

(Insert  article  as  amended) 
Stockholders.  Shares. 

No.  208. 
Resolution  of  Stockholders  for  Amendment. 

Resolved  that  Article of  the  Regulations  of  The 

Company  be  amended  so  that  as  amended  it  shall  read  as  fol- 
lows: 

(Insert  article  as  amended) 


Form  211  OHIO  PRIVATE  CORPORATIONS.  192 

DIRECTORS'  MEETINGS. 

No.  209. 
Notice  of  Regular  Meeting. 

NOTE. — For  record  and  minutes  of  first  meeting  of  directors  see 
page  127.  That  record  is  applicable  to  all  first  meetings  held  after 
annual  elections. 

The  regular  (monthly)  meeting  of  the  board  of  directors  of 
The  Company  will  be  held  in  the  office  of  the  Com- 
pany on  Saturday,  ,  19 . .,  at o'clock  . .  M. 


Secretary. 
No.  210. 
Special  Meeting  of  Directors.    Call  For. 

,  Ohio,  ,  19. .. 

To 

Secretary  of  The    Company. 

The  undersigned,  president  (or,  directors)  of  The 

Company,  does  (or,  do),  hereby  call  a  special  meeting  of  the 
directors  of  said  company,  to  be  held  at  the  office  of  the  company 

on  the day  of ,  19. .,  at o'clock  .  .M. 

for  the  purpose  of  considering  and  acting  upon   (state 

object  of  meeting)   and  for  the  transaction  of  any 

and  all  business  necessary  or  incident  thereto,  and  you  are  here- 
by instructed  to  give  notice  of  such  meeting  to  the  directors 
pursuant  to  the  by-laws  of  this  Company. 


No.  211. 
Special  Meeting  of  Directors.    Notice. 

,  Ohio,   ,  19... 

A  special  meeting  of  the  directors  of  The Company 

will    be    held    at    the    office   of   the    Company  on  the   ....   day 
of  .  . . .,  19. .,  at  . .  o'clock  . .  M.  for  the  purpose  of  considering 

and  acting  upon    (state  object  of  meeting)    

and  the  transaction  of  any  and  all  business  necessary  or  incident 
thereto. 

> 

Secretary. 


193  FORMS— DIRECTORS'  MEETINGS.  Form  213 

No.  212. 
Special  Meeting  of  Directors.     Waiver  of  Notice. 

,  Ohio,  ,  19... 

We,  the  undersigned,  being  all  the  directors  of  The 

Company,  do  hereby  consent  that  a  special  meeting  of  the  di- 
rectors of  said  Company  may  be  held  at  the  office  of  the  Com- 
pany on  the day  of ,  19 . . ,  at o'clock,  . .  M.  for 

the  purpose  of  considering  and  acting  upon  (state 

object  of  meeting)  

We  hereby  waive  notice  of  said  meeting  and  agree  to  the 
transaction  at  said  meeting  of  any  and  all  business  within  the 
powers  of  said  board. 


No.  213. 
Directors'  Meeting.    Minutes. 

NOTE. — The  following  form  may  be  used  for  either  a  regular  or 
special  meeting.  If  a  special  meeting,  the  call  and  notice,  or  waiver,  should 
be  pasted  or  entered  in  the  minute  book  above  the  minutes.  The  call,  or 
waiver,  may  be  originally  entered  and  signed  in  the  minute  book. 


DIRECTORS'  MEETING. 

,  19... 

SPECIAL   MEETING. 

Pursuant  to  the  foregoing  waiver  (or  call  and  notice)  a 
special  meeting  of  the  board  of  directors  of  The  Com- 
pany was  held  at  the  office  of  the  Company  at  ....  o'clock,  . . 
M.,  ,  19.,. 

NOTE. — If  a  regular  meeting,  omit  the  foregoing  statement  and  use 
the  following: 

REGULAR  MEETING. 

The  regular  (monthly)  meeting  of  the  board  of  directors  of 
this  Company  was  held  at  the  office  of  the  Company  at  .... 
o'clock,  ..M ,  19... 


Form  213  OHIO  PRIVATE  CORPORATIONS.  194 

MINUTES   CONTINUED. 

Present,  Messrs 

The  meeting  was  called  to  order  by  the  president,  Mr 

. . . . ,  who  presided.     Mr ,  secretary  of  the  Company 

acted  as  secretary  of  the  meeting. 

The  business  transacted  at  the  meeting  should  be  recorded  here. 
A  motion  may  be  entered  in  the  following  form: 

"Upon  motion  duly  made  and  seconded  and  (unanimously) 
carried  (here  enter  the  substance  of  the  motion,  as  'the  treasurer 
was  authorized  and  instructed  to  compromise  the  claim  of  John 
Doe  against  this  Company  by  the  payment  to  John  Doe  of 
$500.') " 

A  resolution  may  be  entered   as  follows: 

"Mr presented,   read   and   moved  the   adoption   of 

the  following  resolution: 

(Copy  resolution  in  full,  as) 


RESOLUTION   DECLARING   DIVIDEND. 

"Resolved,  that  the  sum  of    dollars    ($ )    be 

and  is  hereby  appropriated  and  set  aside  from  the  surplus  profits 
arising  from  the  business  of  this  Company  for  the  payment  of 
a  (or  the  annual,  semi-annual,  or  quarterly)  dividend  of  .... 
percent  upon  its  issued  and  outstanding  capital  stock;  the  same 

to  be   due  and  payable  on    ,   19 . . ,  to   stockholders   as 

shown  by  the  books  of  the  Company  at  the  close  of  the  business 

on  the    ....    day  of   ,  19. .;  and  that  the  treasurer  of 

this  Company  be  directed  and  authorized  to  give  notice  of  said 
dividend  and  to  pay  the  same  on  said  date." 

The  motion  was  seconded  by   Mr ,   and  was   duly 

carried   (by  a  unanimous  vote). 

Whereupon  said  resolution  was  declared  duly  adopted. 

There  being  no  further  business  the  meeting  adjourned   on 
motion. 
Attest : 


Secretary.  President. 

We  approve  the  foregoing  minutes. 


Directors. 


195  FORMS— DIRECTORS'  MEETINGS.  Form  216 

No.  214. 
Certificate  to  Transcript  of  Minutes. 

(Copy  of  such  portion  of  minutes  as  is  desired.) 

We  hereby  certify  that  the  foregoing  is  a  true  and  correct 
transcript  from  the  minutes  of  a  meeting  of  the  Board  of  Di- 
rectors of  The  Company,  duly  called  and  held  on  the 

....  day  of ,  19. .,  and  recorded  on  pages ,  . . . ., 

of  the  minute  book  of  said  company. 

In  witness  whereof  we  have  hereunto  set  our  hands  and  af- 
fixed the  corporate  seal  of  said  Company  this  day  of 

,  19.. 


President. 

> 

Secretary. 
(Corporate  seal) 

No.  215. 
Certificate  by  Secretary  to  Resolution. 

(Copy  of  Resolution.) 

I  hereby  certify  that  the  foregoing  resolution  was  duly  adopted 

at  a  meeting  of  the  directors  of  The  Company,  duly 

called  and  held  on  the day  of  ,  19. .,  at  which  a 

quorum  was  present. 

In  witness  whereof  I  have  hereunto  set  my  hand  and  affixed 

the  corporate  seal  of  said  company  this  ....  day  of  , 

19.. 


Secretary  of  The  Company. 

(Corporate  seal) 

No.  216. 

Resolution  of  Directors  Filling  Vacancy  Caused  by  Disquali- 
fication of  Director. 

Whereas    ,  having  ceased  to  be  the  holder  of   any 

share  or  shares  of  the  capital  stock  of  this  corporation,  is  thereby 
disqualified  as  a  director,  be  it  resolved  that  the  office  of  said 

as  such  director  be  and  the  same  hereby  is  declared  to 

be  vacant,  and   is,  for  the  unexpired  term,  hereby  ap- 
pointed a  director  to  fill  the  vacancy  so  caused  and  declared. 


Form  218  OHIO  PRIVATE  CORPORATIONS.  196 

No.  217. 
Resignation  of  Director  (or  Officer). 

,  Ohio,   ,19... 

To  the  Board  of  Directors  of  The Company. 

Gentlemen : 

I  hereby  tender  my  resignation  as  a  director  (or,  president) 
of  The  Company,  the  same  to  take  effect  imme- 
diately (or,  upon  acceptance,  or  on  the day  of 

19....). 

Yours  respectfully, 


NOTE. 

How  vacancy  in  board  is  filled. 
(G.  C.  §8662.) 

A  vacancy  in  the  board  of  directors  is  filled,  for  the  unexpired  term, 
by  appointment  by  the  board  of  directors,  and  not  by  the  stockholders, 
unless  the  regulations  so  provide. 

Where  owing  to  a  change  in  the  stock  ownership  and  control,  a  new 
board  of  directors  is  to  be  elected,  if  accomplished  by  appointment  by  the 
board,  a  quorum  of  qualified  directors  must  act  in  each  case.  Stock 
should  be  transferred  to  the  new  directors,  before  the  meeting,  if  possible. 

The  resignations  of  the  old  directors  should  be  presented  and  accepted 
one  at  a  time,  and  a  new  director  immediately  elected,  who  should  take 
his  oath  of  office  and  immediately  assume  his  duties  and  participate  in 
accepting  the  next  resignation  and  the  filling  of  the  vacancy,  so  that  a 
quorum  is  constantly  maintained. 

If  all  the  resignations  are  presented  at  one  time,  a  stockholders' 
meeting  should  be  held  to  elect  the  new  board. 

No.  218. 

Resolution  of  Directors,  Accepting  Donation  of  Treasury 

Stock. 

Mr presented,  read  and  moved  the  adoption  of  the 

following  resolution: 

"Whereas,  A.  B.  has  offered  to  assign  and  transfer  to  this 
Company,  without  consideration,  ....  shares  of  the  full  paid 
common  stock  of  this  corporation,  heretofore  issued  to  him,  to  be 
deemed  and  regarded  as  treasury  stock,  and  to  be  sold  at  such 
prices,  whether  above  or  below  the  par  value  thereof,  as  the 
directors  in  their  discretion  may  deem  best,  or  to  be  given  as  a 
bonus  to  purchasers  of  the  bonds  (or  preferred  stock)  of  this 
Company,  or  otherwise  used  for  the  benefit  of  this  Company; 

"Now  therefore  Tbe  it  resolved,  that  this  Company  accept  such 
assignment  and  transfer  and  that  said  shares  be  held  in  the 
treasury  subject  to  further  action  of  the  directors." 


197  FORMS— DIRECTORS'  MEETINGS.  Form  221 

The  motion  was  seconded  by   Mr ,  and  was  duly 

carried   by   a  unanimous   vote.     Whereupon  said   resolution   was 
declared  duly  adopted. 


No.  219. 
Donation  of  Stock  to  Treasury. 

To  the  Board  of  Directors  of  The Company : 

By    duly   assigned   certificates,    I    herewith    transfer    to    The 

Company  ....  shares  of  the  full  paid  capital  stock  of 

said  Company,  to  be  deemed  and  regarded  as  treasury  stock,  and 
to  be  sold,  in  the  discretion  of  the  directors  for  prices  either 
above  or  below  par,  or  to  be  given  as  a  bonus  to  purchasers  of 
the  bonds  (or  preferred  stock)  of  the  Company,  or  otherwise  used 
for  the  benefit  of  the  Company,  as  the  directors,  in  their  dis- 
cretion, may  deem  best. 

Respectfully, 


,,  Ohio,  ,  19, 


No.  220. 

Resolution  of  Directors  Ratifying  Unauthorized  Act  of 
Officer  or  Agent. 

Resolved,  that  the  act  of ,  president   (or  other  of- 
ficer or  agent)  of  this  company  in   (recite  action  of 

officer  or  agent)   be  and  the  same  is  hereby  rati- 
fied, approved  and  confirmed  as  the  act  of  this  corporation. 


No.  221. 
Resolution  of  Directors  Declaring  Stock  Dividend. 

(NOTE. — For  resolution  declaring  cash  dividend  see  page  194.) 

Whereas,  the  surplus  profits  of  this  Company  amounting  to 
more  than  $......,  have,  from  time  to  time,  been  invested  in 

extensions  and  betterments  to  the  plant  and  property  of  the 
Company,  and  in  providing  additional  facilities  for  its  business, 
and  in  that  manner  a  large  addition  has  been  made  to  the  value 
of  the  assets  of  the  Company  by  withholding  from  the  stock- 
holders moneys  which  have  been  fairly  earned,  and  but  for  the 
above  mentioned  expenditures  would  have  been  paid  to  them;  and 


Form  223  OHIO  PRIVATE  CORPORATIONS.  198 

Whereas,  upon  a  just  and  fair  estimate,  the  assets  of  the  Com- 
pany have  been  in  such  manner  increased  in  value  over  the 
amount  of  the  capital  stock,  now  issued  and  outstanding,  by  at 
least  the  said  sum  of  $ ;  and 

Whereas,  the  stockholders  desire  to  realize  without  impairing 
the  property  of  the  Company,  or  profits  which  have  been  so  in- 
vested, and  to  make  the  same  more  available; 

Now,  therefore,  be  it  resolved,  that  from  the  surplus  profits  so 

invested,  a  dividend  of  $ for  each  share  of  the  present 

issued  and  outstanding  capital  stock  of  this  Company  be  and  is 

hereby  declared,  payable,  on  the  day  of  ,  19.., 

in  the  capital  stock  of  this  Company,  to  stockholders  as  shown  by 

the  books  of  the  Company  at  the  close  of  business  on  the 

day  of  ....*....,  19. .;  and  that  the  president  and  secretary  be 
directed  to  issue  proper  stock  certificates  representing  the  same 
to  such  stockholders  on  said  date. 

NOTE.— See  Adams  v.  Shields,  17  C.  C.  129:  9  C.  D.  558  (affd  no 
report,  61  O.  S.  643). 

If  there  is  not  sufficient  unissued  stock  for  the  purposes  of  the  stock 
dividend,  the  capital  stock  should  be  increased  before  the  dividend  is 
declared. 

No.  222. 
Order  to  Pay  Single  Dividend  to  Third  Person. 


(DIVIDEND  ORDER.) 

,  Ohio,  

To  the  Treasurer  of  The   Company. 

Pay  to  ....,  or  order,  dividend  due  ....,  19..,  on  .... 
shares  of  stock  in  your  company,  standing  in  my  name,  and  this 
shall  be  your  sufficient  voucher. 


No.  223. 
Permanent  Dividend  Order. 

,  Ohio,  ,  19... 

To  the  Treasurer  of  The   Company. 

Until  this  order  is  revoked  in  writing  please  remit  by  mail  to 
. . . .,  (give  mail  address)  . . . .,  all  dividends  now  due  or  which 
may  hereafter  be  declared  on  all  shares  of  the  capital  stock  of 

The   Company,  now  or  hereafter  standing  in  the  name 

of  

Witness 


199  FORMS.  Form  224 

No.  224. 
Railroad   Consolidation   Agreement. 

(G.  C.  §§9028,  9121,   9127,  9190,   10139.) 

Agreement  of  Consolidation 

of 
The  A.  B.  Railroad  Company 

and 
The  C.  D.  Railroad  Company. 

This  agreement  made  and  concluded  this   day  of   . . . . , 

19..,  by  and  between  The  A.  B.  Railroad  Company  and  The  C. 
D.  Railroad  Company,  witnesseth: 

That  whereas,  both  parties  hereto  are  corporations  duly  organ- 
ized and  existing  under  the  laws  of  the  State  of  Ohio,  and  desire 
to  consolidate; 

Now  therefore,  said  corporations,  acting  herein  by  authority  of 
resolutions  of  their  respective  boards  of  directors,  and  subject  to 
the  ratification  of  their  respective  stockholders,  as  required  by  law, 
in  consideration  of  their  mutual  agreements,  covenants,  provisions, 
and  grants  herein  contained  and  of  the  benefits  to  accrue  to  the 
parties  hereto,  do  hereby  agree  to  consolidate  their  business, 
property,  franchises  and  rights,  so  as  to  become  one  corporation, 
and,  by  these  presents,  do  merge  and  consolidate  their  capital 
stock,  franchises,  and  property  into  one  corporation  to  be  known 
by  the  name  of  The  E.  F.  Railroad  Company,  upon  the  following 
terms  and  conditions,  to  wit: 

FIRST.  All  the  rights,  franchises,  privileges,  property,  and 
appurtenances  of  every  kind  and  description,  credits,  choses  in 
action,  debts,  claims  and  demands  of  each  of  the  parties  hereto 
shall  vest  in  the  consolidated  Company. 

SECOND.  The  consolidated  Company  shall  assume  and  be 
bound  by  all  the  liabilities  and  obligations  of  each  of  the  cor- 
porations, parties  hereto. 

THIRD.  The  capital  stock  of  the  consolidated  Company  shall 
be  $ ,  divided  into  ....  shares  of  $ each. 

FOURTH.  The  directors  of  the  consolidated  Company  shall 
be  ....  in  number,  and  the  officers  shall  be  a  president,  vice- 
president,  secretary  and  treasurer. 

The  names  and  residences  of  the  first  directors  of  said  con- 
solidated Company  are  as  follows: 

Names.  Residences. 


Form  224  OHIO  PRIVATE  CORPORATIONS.  200 

The  names  and  residences  of  the  first  officers  are  as  follows: 
Names.  Residences. 

President, 
Vice-president, 
Secretary, 
Treasurer, 

FIFTH.  The  manner  of  converting  the  capital  stock  of  each 
of  the  constituent  companies  parties  hereto  shall  be  as  follows: 

(a)  For  each  share  of  the  capital  stock  of  The  A.  B.  Eailroad 
Company  surrendered  to  the  consolidated  Company  shall  be  issued 
to  the  holder  thereof  ....  shares  of  the  capital  stock  of  the  con- 
solidated company. 

(b)  For  each  share  of  the  capital  stock  of  The  C.  D.  Eailroad 
Company  surrendered  to  the  consolidated  company  shall  be  issued 
to  the  holder  thereof  ....  shares  of  the  capital  stock  of  the  con- 
solidated Company. 

SIXTH.  Each  of  the  constituent  Companies,  parties  hereto, 
for  itself  and  not  for  the  other,  in  consideration  of  the  premises, 
does  hereby  grant,  convey,  assign,  set  over  and  vest  in  the  said 
consolidated  Company  for  the  purpose  of  such  consolidation,  all 
of  the  property,  rights,  franchises,  privileges  and  powers  by  it  now 
held  or  in  or  to  which  it  has  any  right,  title,  interest,  or  claim  in 
law  or  equity;  and  each  of  said  constituent  companies  hereby 
agrees  to  execute  and  deliver  all  instruments  of  conveyance  and 
assignment  necessary  to  vest  in  said  consolidated  Company  the 
legal  title  to  all  of  said  property,  rights,  franchises,  and  privileges. 

In  witness  whereof,  said  The  A.  B.  Eailroad  Company,  by  its 
board  of  directors,  has  caused  its  corporate  seal  to  be  hereunto 
affixed  and  these  presents  to  be  signed  by  its  president  and  secre- 
tary and  by  a  majority  of  its  board  of  directors,  the  day  and  year 
first  above  written. 

And  said  The  C.  D.  Eailroad  Company,  by  its  board  of  di- 
rectors, has  caused  its  corporate  seal  to  be  hereunto  affixed  and 
these  presents  to  be  signed  by  its  president  and  secretary,  and  by 
a  majority  of  its  board  of  directors,  the  day  and  year  first  above 
written. 

In  presence  of 


The  A.  B.  Eailroad  Company. 

(Seal)  President. 

Secretary. 


Directors. 


201  FORMS— CONSOLIDATION  AGREEMENT.         Form  225 

The  C.  D.  Railroad  Company. 

(Seal)  President. 

Secretary. 


Directors. 

CERTIFICATE    OF    CONSOLIDATION. 

I,   ,  secretary  of  The  A.  B.  Railroad  Company  duly 

authorized  in  the  premises,  do  herehy  certify  that  at  a  meeting  of 

the  stockholders  of  said  Company,  duly  called  and  held  at 

in  the  city  of , county,  Ohio,  on  the  ....  day 

of ,  19. .,  at  which  meeting  all  the  stockholders  of  said  Com- 
pany were  present  in  person  or  by  proxy  and  waived,  in  writing, 
the  notice  of  the  time  and  place  of  holding  the  same  and  con- 
sented in  writing  that  said  meeting  should  be  then  and  there 
held,  the  original  agreement  of  consolidation,  of  which  the  fore- 
going is  a  true  copy,  was  submitted  for  consideration  and  con- 
sidered, and  on  a  vote  by  ballot  being  taken  for  the  adoption  or 
rejection  of  the  same,  all  the  issued  and  outstanding  capital  stock 

of  said  company,  to  wit :   shares  were  cast  in  favor  of  the 

adoption  of  said  agreement  and  no  vote  was  cast  for  its  rejection. 
In  witness  whereof  I  have  hereunto  set  my  hand  officially  and 
affixed  the  corporate  seal  of  said  company  this  ....  day  of  . . . . , 
19.. 


(Seal)  Secretary  of  The  A.  B.  Railroad  Company. 

NOTE.  —  Add    similar    certificate    by    secretary    of    the    other    con- 
stituent company.     See  G.  C.  §9028. 

No.  225. 
Railroad  Consolidation  Agreement.    Another  Form. 

Between 
The  A.  B.  Railroad  Company 

and 
The  C.  D.  Railroad  Company 

Under  the  name  of 
The  X.  Y.  Railroad  Company. 

Whereas,  The  A.  B.  Railroad  Company,  a  corporation  duly 
organized  under  the  laws  of  Ohio,  is  the  owner  of  a  railroad 

constructed  and  in  operation  from  ,  Ohio,  to  , 

Ohio,  and 

Whereas,  The  C.  D.   Railroad   Company,  a  corporation  duly 


Form  225  OHIO  PRIVATE  CORPORATIONS.  gQ2 

organized  under  the  laws  of   Ohio,   is  the  owner   of   a  railroad 

constructed  and  in  operation  from  ,  Ohio,  to  , 

Ohio,  and 

Whereas,  the  lines  of  road  of  both  of  said  Companies  are  so 
constructed  as  to  admit  the  passage  of  passenger  and  freight  cars 
over  said  railroads,  continuously,  without  break  or  interruption, 
and  the  interest  of  both  of  said  Companies  will  be  promoted  and 
their  ability  to  perform  their  duty  to  the  public  as  common  car- 
riers will  be  increased  by  a  merger  and  consolidation  of  the 
capital  stock,  franchises,  railroads  and  properties  of  the  said  two 
Companies  into  one  consolidated  Company,  and 

Whereas,  said  railroads  are  not  parallel  or  competing  and 
will,  when  consolidated  as  proposed,  form  a  continuous  line 

of  railroad  between   and   ,  all  in  the  state  of 

Ohio,  and 

Whereas,  such  merger  and  consolidation  is  authorized  by  the 
laws  of  the  state  of  Ohio,  in  which  said  railroads  are  respectively 
situated  and  from  which  they  respectively  derive  corporate  powers ; 

Therefore,  the  boards  of  directors  of  said  Companies,  acting 
in  pursuance  of  resolutions  duly  adopted  by  them  respectively  and 
subject  to  ratification  by  the  stockholders  of  said  Companies,  as 
required  by  law,  do  hereby  enter  into  the  following  agreement  in 
respect  to  such  merger  and  consolidation: 

FIRST.  The  capital  stock,  franchises,  railroads  and  estates, 
real,  personal  and  mixed,  of  said  The  A.  B.  Railroad  Company 
and  said  The  C.  D.  Railroad  Company,  together  with  all  the 
rights,  privileges,  exemptions  and  immunities  owned  or  enjoyed 
by  each  of  said  Companies,  shall  be  and  they  are  hereby  united, 
merged  and  consolidated,  to  be  known,  owned  and  controlled  as 
and  by  one  Railroad  Company. 

SECOND.  The  name  of  said  Company  shall  be  The  X.  Y. 
Railroad  Company. 

THIRD.  The  directors  of  the  consolidated  Company  shall 
be  ....  in  number,  and  the  names  and  residences  of  the  first 
directors  are  as  follows: 

Names.  Residences. 


Said  first  directors  shall  continue  in  office  until  the  first  elec- 
tion of  the  consolidated  Company  as  provided  by  law. 

The  annual  meeting  of  the  stockholders  of  the  consolidated 
Company  shall  be  held  at  the  principal  office  of  the  Company  on 

the  Tuesday  in  ,  of  each  year  at  ....  o'clock 

. ..  M.,  at  which  time  directors  shall  be  elected  by  ballot  and  the 


203  FORMS— CONSOLIDATION  AGREEMENT.        Form  225 

officers  shall  be  chosen  by  the  directors  as  soon  thereafter  as  possible ; 
but  the  time  and  place  of  the  annual  meeting  may  be  changed 
from  time  to  time  by  the  stockholders  at  any  regular  meeting 
thereof. 

The  officers  of  said  consolidated  Company  shall  consist  of  a 
president,  vice-president,  secretary  and  treasurer,  and  such  other 
officers  and  agents  as  may  be  prescribed  by  the  regulations,  or  by- 
laws, or  as  in  the  judgment  of  the  directors  may  from  time  to 
time  be  deemed  necessary. 

The  name  and  residences  of  the  first  officers  of  the  Company 
are  as  follows: 

Names.  Residences. 

President,   

Vice-president,   

Secretary, 

Treasurer 

FOURTH.  The  capital  stock  of  the  consolidated  Company 
shall  be  $ divided  into  shares  of  $ each. 

FIFTH.  The  capital  stock  of  the  consolidated  Company  shall 
be  issued  in  exchange  for  the  outstanding  capital  stock  of  the 
constituent  Companies,  on  the  following  basis: 

1.  To  the  holders  of  the  stock  of  The  A.  B.  Railroad  Com- 
pany, ....  shares  of  new  stock  for  each  share  of  old  stock. 

2.  To  the  holders  of  the  stock  of  the  C.  D.  Railroad  Com- 
pany,     shares  of  new  stock  for  each   share  of  old   stock. 

SIXTH.  The  consolidated  Company  shall  assume  and  pay 
the  bonded  indebtedness,  and  all  other  lawful  indebtedness,  claims, 
charges  and  liens  against  the  several  constituent  Companies  as 
the  same  shall  become  due,  without  any  extension  of  time. 

SEVENTH.  The  principal  office  of  said  consolidated  Com- 
pany will  be  in ,  Ohio. 

In  witness  whereof,  each  of  said  corporations  has  caused  its 
respective  seal  to  be  hereunto  affixed  and  its  corporate  name  sub- 
scribed, by  its  president  and  secretary,  and  a  majority  of  the 
directors  of  each  Company  have  hereunto  set  their  hands,  to 

duplicates  hereof,  this day  of  ,  19 ... 

The  A.  B.  Railroad  Company. 

(Seal)  By ,  President. 

Attest   ,  Secretary. 


Directors  of  The  A.  B.  Railroad  Company. 

The  C.  D.  Railroad  Company. 

(Seal)  By  ,  President. 

Attest  ,  Secretary. 


Form  226  OHIO  PRIVATE  CORPORATIONS.  204 


Directors  of  the  C.  D.  Kailroad  Company. 

CERTIFICATE   OF   CONSOLIDATION. 

,  Ohio,  ,  19... 

I,  ,  secretary  of  The  A.  B.  Railroad  Company  do 

hereby  certify  that  the  execution  of  the  foregoing  agreement  of 
consolidation  on  the  part  of  The  A.  B.  Eailroad  Company  was 
authorized  by  resolution,  duly  entered  on  its  minutes,  by  its 

directors,  at  a  meeting  duly  called  and  held  at ,  on  the 

....  day  of  ,  19 . . ;  and  also  that  said  agreement  was 

submitted  to  the  stockholders  of  said  Company,  at  a  meeting 

called  for  the  purpose  of  considering  said  agreement,  on  the 

day  of  ,  19..,  statutory  notice  of  said  meeting  having 

been  waived,  in  writing,  by  all  stockholders  of  said  Company,  and 
all  stockholders  being  present  at  said  meeting  in  person  or  by 
proxy;  that  at  said  stockholders'  meeting  said  agreement  was 
adopted,  approved,  ratified  and  confirmed  by  unanimous  vote 
of  the  holders  of  all  the  stock  of  said  company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  officially 
and  affixed  the  corporate  seal  of  said  Company  this  ....  day  of 
,  19.. 


(Seal)  Secretary  of  the  A.  B.  Railroad  Company. 

NOTE. — Annex  corresponding  certificate  of  the  secretary  of  the  other 
constituent  company. 

No.  226. 
Lease  of  Railroad. 

(G.  C.  §§8807-8814.) 

This  indenture  of  lease  made  this  ....  day  of ,  19. ., 

by  and  between  The  A.  B.  Railroad  Company,  a  corporation  of 
the  State  of  Ohio,  party  of  the  first  part,  and  The  C.  D.  Railroad 
Company  a  corporation  of  the  State  of  . . . .,  party  of  the  second 
part,  witnesseth: 

Whereas,  the  party  of  the  first  part  is  the  owner  of  the  rail- 
road property  and  franchises  hereinafter  mentioned  and  de- 
scribed, and  whereas  the  railroad  so  owned  by  the  party  of  the 
first  part  extends  from  ....  in  the  State  of  ....  to  ....  in  the 
State  of  . . . . ,  where  it  connects  with  the  railroad  of  the  party 
of  the  second  part  and  includes  various  branches  and  leased 
lines,  appurtenances,  easements,  rights  of  way,  rolling  stock, 


205  FORMS— RAILROAD    LEASE.  Form    226 

and  all  other  equipment  commonly  possessed  by  railroad  Com- 
panies, all  of  which  is  hereinafter  more  particularly  described; 
and,  whereas,  the  party  of  the  second  part  owns  and  operates 
a  railroad  which  together  with  leased  lines  and  branches  con- 
stituting what  is  known  as  the  X.  Y.  system  extends  from  .... 

in  the  City  of  ....  to aforesaid  where  it  connects  with  the 

nulioad  of  the  party  of  the  first  part,  the  said  railroads  being 
non-competitive,  and  with  their  connections  constituting  a  through 
line  from  ....  to  . . . . ; 

And  whereas,  the  stockholders  of  The  A.  B.  Railroad  Com- 
pany at  a  meeting  duly  called  for  the  purpose  by  its  directors,  and 

held  on  the  ....  day  of  ,  A.  D.  19..,  by  resolution  duly 

passed  by  the  affirmative  vote  of  the  holders  of  more  than  two- 
thirds  of  the  capital  stock  of  said  Company,  instructed  its  directors 
to  lease  its  said  railroad  to  said  The  C.  D.  Railroad  Company,  in 
the  terms  and  form  of  this  indenture,  and  duly  assented  to  this 
lease,  and  whereas,  the  board  of  directors  of  said  The  A.  B. 
Railroad  Company,  at  a  meeting  duly  held  in  the  City  of  . . . . , 
Ohio,  on  the  ....  day  of  . . . .,  19. .,  at  which  all  of  its  directors 
were  present,  duly  resolved  to  lease  its  said  railroad  to  said  The 
C.  D.  Railroad  Company,  in  the  terms  and  form  of  this  indenture 
and  as  instructed  by  the  stockholders  of  said  A.  B.  Railroad 
Company. 

And  whereas,  the  stockholders  of  The  C.  D.  Railroad  Com- 
pany at  a  meeting  duly  called  for  the  purpose  by  its  directors  and 

held  on  the  ....  day  of  ,  A.  D.  19..,  by  resolution  duly 

passed  by  the  affirmative  vote  of  the  holders  of  more  than  two- 
thirds  of  the  capital  stock  of  said  Company  instructed  its  directors 
to  lease  the  railroad  of  said  The  A.  B.  Railroad  Company,  in  the 
terms  and  form  of  this  indenture,  and  duly  assented  to  this  lease, 
and  whereas  the  board  of  directors  of  said  The  C.  D.  Railroad 
Company,  at  a  meeting  duly  held  in  the  City  of  . . . . ,  Ohio,  on 

the day  of  . . . . ,  A.  D.  19 . . ,  at  which  all  of  its  directors 

were  present,  duly  resolved  to  lease  said  railroad  from  said  The 
A.  B.  Railroad  Company  in  the  terms  and  form  of  this  in- 
denture and  as  instructed  by  the  stockholders  of  said  The  C.  D. 
Railroad  Company. 

Now,  therefore,  in  consideration  of  the  premises  and  of  the 
rent  to  be  paid  and  the  covenants  and  undertakings  to  be  per- 
formed by  the  party  of  the  second  part  hereinafter  set  forth,  the 
party  of  the  first  part  doth  hereby  demise  and  lease  unto  the 
party  of  the  second  part,  its  successors  and  assigns,  for  the  term 

of  ninety-nine  (99)  years,  commencing  on  the  ....  day  of , 

19. .,  the  aforesaid  railroad  of  the  party  of  the  first  part  extend- 
ing from  ....  aforesaid  to  ....  aforesaid,  with  all  the  tenements, 
hereditaments,  and  appurtenances,  rights  of  way,  easements  and 
all  other  rights  appertaining  thereto,  also  the  ....  Branch  and 


Form  226  OHIO  PRIVATE  CORPORATIONS.  206 

....  Branch  together  with  all  other  branch  roads  of  the  party 
of  the  first  part;  also  all  telegraph  lines  and  property  and  all 
rights  of  the  party  of  the  first  part  therein  for  the  term  of 
years  for  which  they  are  respectively  held  by  the  party  of  the 
first  part,  and  for  any  renewal  or  renewals  of  such  term  and 
terms,  also  the  following  leasehold  interests  and  estates;  that  is 
to  say,  the  leasehold  estate  of  the  party  of  the  first  part  in  and 
to  the  railroads,  property  and  franchises  of  The  E.  F.  &  G-.  IL 
Railway  Company  including  all  rights  and  property  heretofore 
acquired  by  the  last  mentioned  Company  and  the  party  of  the 
first  part  under  and  through  the  following  railroad  Companies, 
to  wit :  

Also  any  and  all  other  lands,  docks  or  property  now  held  by 
the  party  of  the  first  part  for  any  term  of  years,  also  all  and 
singular  the  rolling  stock  and  equipment  of  every  kind  and  de- 
scription in  the  possession  of  the  party  of  the  first  part,  wherever 
the  same  may  be  situated,  also  all  the  buildings,  houses,  machine 
shops,  other  shops,  machinery,  tools,  implements  and  all  other 
property  of  every  kind  and  description  in  the  possession  of 
the  party  of  the  first  part  for  use  upon  or  in  connection  with 
the  railroads  aforesaid  or  any  of  them,  also  all  the  corporate 
franchises  of  the  party  of  the  first  part  necessary  and  proper 
to  be  held  and  enjoyed  by  the  party  of  the  second  part  to  ef- 
ficiently possess,  enjoy  and  protect  the  premises  and  property 
herein  and  hereby  demised.  All  railroad  supplies  on  hand  when 
this  lease  takes  effect  shall  be  turned  over  to  the  party  of  the 
second  part  and  the  party  of  the  first  part  does  hereby  assign 
to  the  party  of  the  second  part  all  executory  contracts  held  by 
the  party  of  the  first  part  relating  to  the  use  and  operation  of 
the  railroad  and  property  hereby  leased. 

In  consideration  of  the  premises,  as  rental  of  and  for  the  prem- 
ises hereby  demised,  the  party  of  the  second  part  covenants  and 
agrees  to  assume  the  aforesaid  leases  under  which  part  of  the 
premises  aforesaid  are  held  and  possessed  by  the  party  of  the 
first  part,  and  to  perform  all  the  obligations  thereof  according 
to  their  tenor;  to  assume  and  perform  according  to  the  tenor 
thereof  the  obligations  of  the  following  equipment  trusts  of  which 
the  party  of  the  second  part  has  and  takes  full  notice,  namely,  the 
so-called  ....  Equipment  trust  of  19 . . ,  and  the  ....  Equip- 
ment trust  of  19. .;  to  assume  and  pay  the  interest  as  and  when 
it  becomes  payable  upon  the  existing  prior  lien  mortgage  of  and 
upon  the  above  described  premises  to  The  ....  Trust  Com- 
pany, Trustee,  securing  a  bond  issue  of  ....  dollars  ($....):  to 
maintain  at  its  own  expense  the  corporate  organization  of  the 
party  of  the  first  part,  to  pay  all  taxes  due  or  to  become  due  in 
respect  to  the  herein  demised  premises,  and  to  perform  all  the 
obligations  now  or  hereafter  imposed  by  law  upon  the  party 


207  FORMS— RAILROAD    LEASE.  Form    226 

of  the  first  part:  to  pay,  in  addition  to  the  sums  of  money  to 
be  paid  in  fulfillment  of  the  obligations  assumed  as  aforesaid,  the 
further  sum  of  ....  dollars  ($....)  in  gold  coin  per  annum, 
as  net  rental,  payable  semi-annually  on  the  first  day  of  January 
and  July  of  each  year.  The  party  of  the  second  part  further 
covenants  and  agrees  at  its  own  expense  to  maintain,  by  all  need- 
ful repairs  and  renewals,  the  plant,  rolling  stock  and  equipment 
of  the  demised  premises  up  to  its  present  standard  of  efficiency 
and  repair,  and  to  render  to  the  trustees  of  the  Equipment  trusts 
hereinbefore  mentioned  an  annual  statement  of  the  condition  of 
the  property  included  in  the  said  trusts,  with  a  detailed  list  of  all 
property  included  therein,  showing  the  cars,  engines  and  hoists 
destroyed  and  replaced  each  year  with  the  numbers  of  each  af- 
fixed thereto,  and  generally  in  respect  of  all  matters  relating 
to  the  operation  and  maintenance  of  railroads  to  keep  the  de- 
mised premises  up  to  the  standard  of  efficiency  generally  pre- 
vailing from  time  to  time  on  trunk  lines  in  respect  of  roadbed, 
rolling  stock  and  otherwise. 

Provided,  however,  that  if  said  rent,  or  any  part  thereof,  shall 
at  any  time  be  in  arrear  and  unpaid,  and  without  any  demand 
being  made  therefor,  or  if  said  party  of  the  second  part,  its  suc- 
cessors or  assigns,  shall  fail  to  keep  and  perform  any  of  the 
covenants,  agreements  or  conditions  of  this  lease,  on  its  part  to 
be  kept  and  performed,  said  party  of  the  first  part,  its  successors 
or  assigns,  may  enter  into  and  upon  said  premises  and  again 
have,  repossess  and  enjoy  the  same  as  if  this  lease  had  not 
been  made,  and  thereupon  this  lease  and  everything  herein  con- 
tained on  the  part  of  said  party  of  the  first  part  to  be  done  and 
performed  shall  cease,  determine  and  be  utterly  void;  without 
prejudice,  however,  to  the  right  of  said  party  of  the  first  part  to 
recover  from  said  party  of  the  second  part,  its  successors  or 
assigns,  all  rent  due  up  to  the  time  of  such  entry. 

In   witness   whereof   the  said   The   A.   B.   Railroad   Company 
and  said  The   C.   D.   Railroad   Company  have  caused  their  cor- 
porate seals  to  be  affixed  and  their  corporate  names  to  be  sub- 
scribed  to   duplicates   hereof  by   their   respective   presidents,   the 
day  and  year  first  above  written. 
Signed,  sealed  and  acknowledged 
in  presence  of  The  A.  B.  Railroad  Company. 

By ,  President. 

(corporate  seal.) 

Attest  ,  Secretary. 

The  C.  D.  Railroad  Company. 

By ,  President. 

(corporate  seal.) 

Attest  ,  Secretary. 

(Certificates  of  acknowledgment.) 


Form  228  OHIO  PRIVATE  CORPORATIONS.  208 

No.  227. 

Release,   by  Property  Owner  to  Railway  Company,   of 
Damages  for  Occupation  of  Street. 

(G.  C.  §8765.) 

We,  the  undersigned  A.  B.  and  M.  B.,  (husband  and  wife)  of 
the  City  of  . . . .,  County  of  ....  and  State  of  Ohio,  in  considera- 
tion of  one  dollar  ($1.)  received  to  our  full  satisfaction  of  The 

Railway  Company,  as  well  as  in  consideration  of  the  benefits 

to  be  derived  by  us  from  the  construction  of  two  railroad  tracks 
on  the  . .  side  of  ....  Street  in  said  City  of  . . . .,  Ohio,  do,  for 
ourselves  and  our  heirs  and  assigns,  hereby  release  and  discharge 
the  said  Eailway  Company,  its  successors  and  assigns,  and  also 
said  City  of  . . . . ,  Ohio,  from  any  and  all  claims  or  demands 
which  we  may  have  against  them,  or  either  of  them,  for  or  on 
account  of  damages  or  injury  to  our  adjoining  premises,  known 
as 

(description  of  property) 

or  to  our  right  of  access  to  and  from  said  premises,  or  in  any 
manner  growing  out  of  the  construction,  maintenance  or  use  of 
said  tracks  on  said  street;  provided,  however,  that  said  tracks, 
including  clearance,  shall  not  occupy  more  than  twenty-five  feet 
in  width  of  said  street  on  said  ....  side  thereof. 

Witness  our  hands  this   ....   day  of  ,  19... 

Signed  and  acknowledged 

in  presence  of 

A.  B. 

M.  B. 

(Certificate  of  acknowledgment.) 

No.  228. 

Deed  of  Land  to  Intel-urban  Traction  Company  for  Railroad 

Purposes. 

Know  all  men  by  these  presents,  that  whereas,  The  .... 
Railroad  Company  is  now  constructing  an  interurban  railroad 
from  . . . . ,  Ohio,  to  ....  Ohio,  which  will  pass  through  the 
land  hereinafter  described,  and, 

Whereas,  the  undersigned  is  desirous  of  assisting  said  railroad 
by  furnishing  to  it  a  right  of  way  through  said  property,  in  view 
of  the  benefits  to  be  derived  from  its  construction  and  operation. 

Now  therefore,  A.  B.,  the  grantor,  in  consideration  of 

dollars  ($....)  and  other  valuable  considerations  paid  to  him  by 
said  The  ....  Railroad  Company,  the  grantee,  the  receipt  of 
which  is  hereby  acknowledged,  does  hereby  give,  grant,  bargain, 
sell,  assign  and  convey  unto  said  The Railroad  Company,  its 


209  FORMS.  Form  229 

successors  and  assigns,  the  following  described  premises,  to  wit: 

situated  in  the  township  of   ,  county  of   and  State  of 

Ohio, 

(description  of  property,  as 
and  known  as  being  a  strip  of  land  twenty  (20)  feet  wide  along 

the  south  side  of   ....   road,  extending  from  the  land  of   

on  the  east  to  the  land  of  ....  on  the  west,  all  of  said  lands 
being  situated  in  original  lot  number  of  said  township). 

Should  the  above  land  cease  to  be  used  for  railroad  purposes 
it  shall  revert  to  said  grantor. 

To  have  and  to  hold  said  premises  unto  the  said  The    

Railroad  Company,  its  successors  and  assigns  forever,  for  rail- 
road purposes  only:  and  the  said  grantor  does,  for  himself  and 
his  heirs,  executors,  administrators  and  assigns,  covenant  and 
agree  with  said  grantee,  its  successors  and  assigns,  that  the  said 
grantor  is  the  true  and  lawful  owner  of  said  premises  and  is  well 
seized  of  the  same  in  fee  simple,  and  has  good  right  and  full 
power  to  bargain,  sell,  and  convey  the  same  in  manner  aforesaid, 
and  that  the  same  are  free  and  clear  from  all  incumbrances, 

and   that    said   grantor   will   warrant    and   defend   the   same 
against  the  claims  of  all  persons  whomsoever. 

In  witness  whereof,  the  said  A.  B.  has  hereunto  set  his  hand 

this day  of ,  A.  D.  19. .. 

Signed   and   acknowledged 
in  presence  of 

A.  B. 


(Certificate  of  acknowledgment.) 

No.  229. 
Deed  of  Right  of  Way  to  Railway  Company. 

Know  all  men  by  these  presents,  that  whereas,  The  ....  Rail- 
road Company  is  constructing  a  railroad  from  ,  to  ...., 

which  will  pass  through  the  land  hereinafter  described, 

Now,  therefore,  A.  B.,  the  grantor,  in  consideration  of  .... 
dollars  ($....)  and  the  advantages  which  may  or  will  result  to 
the  public  in  general,  and  said  grantor  in  particular,  by  the  con- 
struction of  said  railroad  as  now  surveyed,  or  as  the  same  may 
be  finally  located,  and  for  the  purpose  of  facilitating  the  con- 
struction and  completion  of  said  work,  does  hereby,  for  himself, 
his  heirs,  administrators,  executors,  and  assigns,  grant  and  re- 
lease unto  said  The  ....  Railroad  Company,  the  grantee,  its  suc- 
cessors and  assigns,  the  right  of  way  for  so  much  of  said  railroad 
as  may  pass  through  the  following  described  real  estate,  to  wit : 
(description  of  way.) 


Form  230  OHIO  PRIVATE  CORPORATIONS.  21Q 

Said  right  of  way  to  be  one  hundred  feet  wide  and  to  extend 
across  the  above  described  premises. 

To  have  and  to  hold  the  same  unto  the  said  grantee,  its  succes- 
sors and  assigns,  for  a  right  of  way  for  its  tracks,  side  tracks, 
switches,  and  the  operation  of  its  railroad  over  the  same. 

(Add  covenants,  release  of  dower,  etc.,  as  usual  form  of  deeds.) 

NOTE.— See  Railway  Co.  v.  Wachter,  70  O.  S.  113. 

No.  230. 
Consolidation  of  Religious  Societies. 

(G.  C.  §  10004  et  seq.) 
AGREEMENT. 

Whereas,  the Church  of ,  Ohio,  a  cor- 
poration duly  organized  under  the  laws  of  Ohio,  and  the 

Church  of ,  Ohio,  a  corporation  duly  organized  under 

the  laws  of  Ohio,  both  of  which  are  religious  societies  and  churches, 
recognizing  the  same  ecclesiastical  jurisdiction,  form  of  faith,  gov- 
ernment and  discipline,  and  desire  to  be  consolidated  or  united  as 
a  single  corporation: 

Therefore  we,  the  subscribers,  A.  B.,  C.  D.,  and  E.  F.,  elders, 
G.  H.,  H.  I.,  and  I.  J.,  deacons,  and  L.  M.,  N.  0.,  and  P.  Q., 

trustees,  of  the Church ;  and  Q.  E.,  E.  8.,  and  S.  T., 

elders,  T.  V.  and  U.  V.,  deacons,  and  V.  W.,  W.  X.,  and  Y.  Z., 

trustees  of  the  Church,  have  and  do  hereby  enter 

into  an  agreement  for  such  union  or  consolidation,  and  do  hereby 
prescribe  the  following  terms  and  conditions  thereof,  to  wit: 

FIRST.  The  property,  real,  personal  and  mixed,  of  the 

Church,  and  the  Church  shall  become 

and  be  the  property  of  the  new  corporation. 

SECOND.  The  new  corporation  shall  assume  and  pay  all 
the  debts  and  liabilities  remaining  unpaid  by  either  or  both 
of  said  churches. 

THIRD.  The  corporate  name  of  the  united  church  shall  be 
the  Church  of  ,  Ohio. 

FOURTH.  The  time  for  holding  the  first  meeting  of  the 

new  corporation  shall  be ,  19 . . ,  at o'clock  P.  M., 

and  the  place  shall  be  at  No Street,  in  the 

city  of  ,  Ohio. 

FIFTH.  The  number  of  members  of  each  constituent 
church  to  be  chosen  as  elders,  deacons  and  trustees  of  the  new 
corporation,  to  succeed  to  the  rights,  trusts,  duties  and  obliga- 
tions of  such  officers  of  the  constituent  churches,  shall  be  as 
follows : 

From  members  of  the   Church  three  elders,  three 


211  FORMS.  Form  231 

deacons,    three   trustees.      From   members   of   the    

Church  three  elders,  three  deacons,  and  three  trustees. 

Signed  at ,  Ohio,  this   day  of   ,  19... 


Elders  of  the   Church.        Elders  of  the   Church. 

Deacons  of  the Church.        Deacons  of  the  .        .   Church. 


Trustees  of  the Church.        Trustees  of  the Church. 

To  the  Secretary  of  State, 
Columbus,   Ohio : 

I,    ,   Clerk  of  the   first  meeting   of  the  united 

corporation,  held  in  pursuance  of  the  above  agreement, , 

19 . . ,  at o'clock  P.  M.,  at Street,  in  the  city  of 

,    Ohio,   to   which    meeting   the    foregoing    agreement 

and  the  proceedings  and  acts  of  the  several  churches  and  parties 
thereto,  were  submitted,  and  at  which  meeting  a  board  of  trus- 
tees were  duly  elected  in  accordance  with  the  terms  of  said 
agreement,  do  hereby  certify  that  the  foregoing  agreement,  or 
terms  of  union  were  by  a  unanimous  vote  at  said  meeting,  duly 
approved,  ratified  and  confirmed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  this 

day  of  ,  A.  D.  19. .. 

,   Clerk. 

No.  231. 

Agreement  to  Subscribe  for  Stock  in  Corporation  Not  Yet 

Organized. 

This  agreement,  made  and  concluded  at  . . . . ,  Ohio,  this  .... 
day  of  ,  19..,  witnesseth : 

That,  whereas,  it  is  proposed  to  organize,  under  the  laws  of 

Ohio,  a  corporation  under  the  name  of  The  Company, 

or  such  other  name  as  may  be  hereafter  determined  upon  by  the 
parties  in  interest,  and 

WTiereas,  it  is  proposed  that  said  corporation  shall  have  a  cap- 
ital stock  of  ....  dollars  ($....)  divided  into  shares  of  .... 
dollars  ($....)  each,  which  corporation  shall  be  organized  for 
the  purpose  of 

Now    therefore    the    undersigned,    in    consideration'   of    their 


Form  232  OHIO  PRIVATE  CORPORATIONS.  212 

mutual  promises  and  agreements,  do  severally  agree  to  and  with 
each  other,  and  with  . . . . ,  the  promoter  of  said  corporation,  that 
they  will  subscribe  for  and  take  and  they  do  hereby  severally 
subscribe  for  the  number  of  shares  of  the  capital  stock  of  said 
Company  set  opposite  their  respective  names. 

This  agreement  is  conditional  upon  the  procuring  by  said  .... 
of  valid  agreements  of  subscription  to  at  least  ....  shares  of 
dollars  ($....)  each  of  said  capital  stock. 

In  witness  whereof  the  parties  have  hereunto  set  their  hands 
the  day  and  year  first  above  written. 

Names.  Number  of  shares. 


No.  232. 
Stock  Pooling  Agreement. 

Know  all  men  by  these  presents,  that  the  undersigned,  the 
owners  of  the  number  of  shares  of  the  capital  stock  of  The  .... 
....  Company,  a  corporation  organized  and  existing  under  the 
laws  of  Ohio,  set  opposite  their  names,  respectively,  hereby  agree, 
one  with  the  other,  to  place  and  deposit  their  certificates  evidenc- 
ing the  number  of  shares  of  said  stock  set  opposite  their  respective 
names,  with  ....  of  . . . . ,  to  be  kept,  held  and  possessed  by  said 
....  for  and  during  a  period  of  ....  years  from  and  after  . . . . , 
19..,  upon  the  following  terms  and  subject  to  the  following  re- 
strictions, to  wit: 

(1)  All  certificates  of  said  stock  shall  be  endorsed  in  blank 
by  the  owners  thereof  prior  to  depositing  the  same  as  aforesaid, 
and  the  stock  represented  by  the  certificates  so  deposited   shall, 
upon  deposit  as  aforesaid,  be  pooled,  and  shall  not  be  sold  or  in 
any  manner  disposed  of,  except  as  herein  provided. 

(2)  Each  of  the  parties  hereto  does  hereby  promise  and  agree, 
one  with  the  other,  that  if,  during  said  period  of  ....  years,  he 
desires  to  sell  or  dispose  of  his  shares  of  stock  so  deposited  and 
pooled,  he  will  give  notice  in  writing  of  such  desire  to  all  of  the 
other  parties  hereto,  whereupon  all  of  said  other  parties  hereto 
shall  jointly  have  the  option  and  right  to  purchase  the  same  within 
....  days  after  receipt  of  such  notice  for  the  price  and  upon  the 
terms  following,  to  wit:    The  amount  to  be  paid  for  such  shares 
under  said  option  shall  be  the  "book  value"  thereof  at  the  time 
said  notice  is  given,  to  wit:  that  proportionate  value  of  the  net 
assets  of  said  corporation  which  the  number  of  shares  proposed 
to  be  sold  bears  to  the  entire  issued  capital  stock  of  said  corpora- 
tion. 

In  determining  the  value  of  said  net  assets  of  the  corporation, 
all  patents  or  copyrights  owned  or  held  by  the  corporation  and 


213  FORMS.  Form  233 

the  good  will  of  its  business  shall  be  excluded  and  not  taken  into 
consideration;  all  materials  and  stock,  finished,  semi-finished  and 
raw,  shall  be  valued  at  the  actual  cost  thereof  with  suitable  al- 
lowance for  depreciation;  and  the  plant,  machinery,  equipment, 
fixtures  and  furnishings,  and  all  accounts,  claims,  notes  and  choses 
in  action  receivable  shall  be  valued  at  their  value  in  money. 
From  the  total  of  said  tangible  property,  valued  as  aforesaid,  shall 
be  deducted  the  total  amount  of  the  indebtedness  of  the  corpora- 
tion. 

The  terms  of  sale  under  said  option  shall  be  as  follows : 

(3)  It  is  mutually  agreed  that  if  all  the  parties  hereto,  to 
whom  any  notice  of  a  desire  to  sell  is  given  as  hereinbefore  pro- 
vided, shall  be  unwilling  to  join  in  a  purchase  under  said  option, 
that  said  option  may  be  exercised  by  such  of  the  parties  as  may 
desire  so  to  do,  who  shall  make  such  purchase  under  such  option 
jointly;  but  each  and  every  party  hereto  shall  be  entitled  to  par- 
ticipate in  such  purchase  if  he  desire  so  to  do. 

(4)  Any  and  all  stock  purchased  under  the  provisions  of  this 
agreement  shall  be  owned  jointly  by  the  parties  participating  in 
its  purchase;  the  same  shall  not  be  sold  or  disposed  of  except 
with   the  written   consent  of  the  parties   owning  eighty   percent 
thereof  and  all  dividends  on  the  same  shall  be  paid  to  . . . . ,  who 
shall  distribute  the  same  among  the  parties  participating  in  its 
purchase. 

(5)  This  pool  and  agreement  may  be  terminated  at  any  time 
upon  the  unanimous  consent  of  the  parties  hereto. 

In  witness  whereof  the  parties  have  hereunto  set  their  hands 

this  ....  day  of ,  19 ... 

....  owning  ....  shares  of  said  stock  

....   owning  ....   shares  of  said  stock 

NOTE. — An  agreement  between  stockholders  whereby  they  bind  them- 
selves not  to  dispose  of  any  stock  during  a  certain  period  without  their 
joint  consent  has  been  held  to  be  valid.  Hey  v.  Dolphin,  92  Hun  230 
(N.  Y.).  Also  an  agreement  between  two  or  more  stockholders  binding 
themselves  to  offer  their  stock  to  the  other,  in  case  they  desire  to  sell. 
Scruggs  v.  Cotterill,  67  N.  Y.  App.  Div.  583;  Jones  v.  Brown,  171  Mass. 
318;  Cook  on  Corporations,  §  622c. 


No.  233. 
Voting  Trust  Agreement. 

NOTE. — For  the  validity  of  the  following  agreement,  see  Railway  Co, 
v.  State,  49  0.  S.  688.  Such  an  agreement,  however,  may  be  revoked  by 
any  one  of  the  stockholders,  although  it  is  in  terms  irrevocable.  Griffith 
v.  Jewett,  15  W.  L.  B.  419.  For  voting  trust  agreement  held  invalid, 
see  State  ex  rel  v.  Standard  Oil  Co.,  49  0.  S.  137.  See  also,  Hafer  v. 
Railway  Co..  14  W.  L.  B.  68,  and  article  by  W.  P.  Rogers,  7  O.  L. 
R.  561. 


Form  233  OHIO  PRIVATE  CORPORATIONS.  214 

(a) 

DEPOSIT    BLANK. 

The   Trust  Company, 

Ohio. 

Depositary  for  A.  B.,  C.  D.  and  E.  F.,  trustees  for  stock- 
holders of  The  ....  Company. 

The  undersigned,  holder  of  the  certificates  of  the  capital  stock 
of  The  ....  Company  listed  helow,  hereby  deposits  the  same  with 
said  trustees,  duly  assigned  to  said  trustees,  to  be  exchanged 
for  certificates  of  deposit  issued  by  said  The  ....  Trust  Com- 
pany, on  behalf  of  said  trustees,  for  the  purposes  and  subject  to 
the  terms  and  conditions  endorsed  hereon,  and  also  endorsed  on 
said  certificates  of  deposit. 


Number  of  stock 
certificate. 

Date  of  issue. 

Name  of  person  to 
whom  issued. 

(Signature  of  depositor)    . , 

(Address) 

,  Ohio,  ,  19. 


(b) 


CERTIFICATE    OF    DEPOSIT. 


No. 


,  Ohio, ,  19... 

The  ....  Trust  Company  of  ....   hereby  certifies  that  it  has 

received  from   certificate  number    ....    for    shares  of 

$100  each  of  the  common  stock  of  The  ....  Company,  which 
certificate  is  deposited  under  and  subject  to  the  terms  and  con- 
ditions endorsed  hereon,  to  which  the  holder  hereof  assents  and 
agrees  to  be  bound  by  receiving  this  certificate. 

The  interest  represented  by  this  certificate  is  transferable  only 
on  the  books  of  said  trustees  in  person  or  by  attorney  and  the 
surrender  of  this  certificate,  under  rules  established  by  the  trus- 
tees hereunder. 

The  ....   Trust  Company 
By  ....    Secretary. 
For  A.  B. 
C.  D. 
E.  F.  Trustees. 


215  FORMS.  Form  233 

(c) 

TERMS    AND    CONDITIONS    ENDORSED    ON    DEPOSIT    BLANK,    AND    ON 
CERTIFICATE   OF   DEPOSIT. 

(1)  This  deposit  is  made  for  the  purpose  of  enabling  widely 

separated  stockholders  of  said  The Company  to  actively  and 

effectively  participate  in  the  control  and  management  of  its  af- 
fairs for  the   benefit  of  both  said  corporation   and   said   stock- 
holders. 

(2)  By   the   deposit   of    the    within   mentioned   shares   with 

said  The   Trust  Company  of   . . . . ,  hereinafter  termed  the 

depositary,  the  within  named  trustees  are  vested  with  the  same 
powers,  in  all  respects  as  to  voting  or  otherwise,  as  if  the  trustees 
were  the  absolute  owners  thereof. 

(3)  The  genuineness  of  the  certificates  of  stock  deposited,  in 
respect  to  which  this  certificate  of  deposit  is  issued,  is  not  guar- 
anteed, and  the  trustees  reserve  the  right  to  call  in  this  certificate 
upon  returning  to  the  holder  thereof  the  certificate  so  deposited 
by  him  in  case  the  genuineness  of  such  certificate  is  disputed  or 
doubtful. 

(4)  All  proceedings   of  the   trustees   shall   in  case   of  dif- 
ference be  decided  by  a  majority  of  the  votes   of  the  trustees 
present  at  a  meeting. 

(5)  In  case  of  the  death  or  resignation  of  any  of  the  trustees, 
or  in  case  of  a  vacancy  through  any  cause,  the  remaining  trus- 
tees are  authorized  to  fill  such  vacancy  or  vacancies,  and  the  per- 
son or  persons  so  selected  shall  have  the  same  powers  as  if  he  or 
they  had  been  originally  a  trustee  hereunder.     Any  trustee  ab- 
sent or  incapacitated  through  illness  may,  with  the  consent  of  the 
other  trustees,  appoint  a  proxy  or  substitute  who  shall  represent 
him  and  perform  his  duties  hereunder. 

(6)  Said  trustees  shall  not,  without  the  consent  of  a  majority 
of  the  certificate  holders  at  a  meeting  called  for  that  purpose, 
agree  or  vote  at  any  stockholders'  meeting  in  favor  of  increasing 

or  reducing  the  capital  stock  of  said  The Company,  or  in 

favor  of  issuing  preferred  stock,  or  of  executing  any  mortgage  on 
the  property  of  said  corporation  except  as  a  renewal  or  refunding 
of  the  loans  now  secured  by  mortgage. 

(7)  Meetings   of  the   certificate  of   deposit   holders   may   be 
convened  by  the  trustees  on  ten  days'  notice  to  each  certificate 
holder  mailed  to  his  last  known  address.     The  place  and  time  of 
meetings  shall  be  fixed  by  the  trustees  and  mentioned  in  such  no- 
tice. 

(8)  Each  trustee  is  responsible  only  for  the  bona  fide  exer- 
cise of  his  judgment  on  the  matters  and  things  done  by  said  trus- 
tee.    No  trustee  shall  be  liable  for  the  act  or  omission  of  any 


Form  235  OHIO  PRIVATE  CORPORATIONS.  216 

agent  hereunder,  nor  by  reason  of  any  error  of  law  or  of  any 
matter  or  thing  done  or  omitted  under  this  agreement,  except  for 
his  own  malfeasance. 

(9)  Any  and  all  dividends  declared  and  paid  upon  the  shares 
deposited  hereunder  shall  be  paid  to  the  persons  appearing  by 
the  transfer  books  of  said  trustees  to  be  the  owners  thereof. 

(10)  A  charge  of  ....  per  share  is  to  be  paid  to  the  deposi- 
tary on  deposit  of  the  within  shares  for  the  purpose  of  defraying 
the  expenses  of  such  deposit  and  of  said  trustees. 


No.  234. 

Consent  by  Corporation  to  Use  of  Similar  Name  by  New 
Corporation. 

(G.   C.   §    8628). 

The  C.  D.  Company  consents  to  the  use  of  the  name,  The 
C.  &  D.  Company,  by  a  corporation  proposed  to  be  formed  by 
A.  B.,  E.  F.,  0.  H.,  I.  J.,  and  L.  M.,  whose  articles  of  incorpora- 
tion are  filed  herewith. 

In  witness  whereof,  said  The  C.  D.  Company  has  caused  its 

seal  to  Be  hereto  affixed  and  its  name  signed  hereto  this   

day  of  ,  19... 

The  C.  D.  Company, 
By  N.  0.,  President. 
P.  Q.,  Secretary. 


No.  235. 
General  Warranty  Deed  by  a  Corporation. 

Know  all  men  by  these  presents,  that  The  A.  B.  Company, 
a  corporation  duly  organized  and  existing  under  and  by  virtue  of 

the  laws  of  Ohio,  the  grantor,  in  consideration  of dollars 

($ )  to  it  paid  by  C.  D.,  the  grantee,  the  receipt  of  which 

is    hereby    acknowledged,    does    hereby    grant,    bargain,    sell    and 
convey  unto  the  said  grantee,  his  heirs  and  assigns  forever,  the 

following   described   real  property,   situated  in  the    of 

,  county  of  ,  and  State  of  Ohio,  and 

(description  of  property] 

and  all  the  estate,  title  and  interest  of  said  grantor  in  and  to 
said  premises. 

To  have  and  to  hold  said  premises,  with  the  appurtenances 
thereunto  belonging,  to  the  said  grantee,  his  heirs  and  assigns 
forever,  subject,  however,  to  all  legal  highways  and  subject  to 
the  conditions  herein  contained. 


217  FORMS.  Form  235 

And  the  said  grantor,  for  itself  and  its  successors,  hereby 
covenants  with  the  said  grantee,  his  heirs  and  assigns,  that  said 
grantor  is  the  true  and  lawful  owner  of  said  premises,  and  is 
well  seized  of  the  same  in  fee  simple,  and  has  good  right  and 
full  power  to  bargain,  sell  and  convey  the  same  in  manner  afore- 
said, and  that  the  same  are  free  and  clear  from  all  incumbrances 
(except  taxes  for  the  year  19..,  etc.). 

And  further,  that  said  grantor  will  warrant  and  defend  the 
same  against  all  claims  of  all  persons  whomsoever. 

In  witness  whereof,  said  The  A.  B.  Company  has  caused  its 
corporate  name  to  be  subscribed,  and  its  corporate  seal  to  be 

affixed  to  these  presents  by  its  president  and  secretary  this 

day  of  ,  in  the  year  of  our  Lord,  one  thousand  nine 

hundred   and    

Signed,  sealed  and  acknowledged  The   A.   B.   Company, 

in  presence  of  By    P.    R.,    President. 

I.  J.  S.  T.,  Secretary. 

L.  N. 

(Seal) 


ACKNOWLEDGMENT. 

State  of  Ohio,   County,  ss. 

Before  me,  a  Notary  Public,  in  and  for  said  county,  person- 
ally appeared  ,  president  (or  other  officer)  of  The 

Company,  the  corporation  which  executed  the  fore- 
going instrument,  who  acknowledged  that  the  seal  affixed  to  said 
instrument  is  the  corporate  seal  of  said  corporation;  that  he  did 
sign  and  seal  said  instrument  as  president  (or  other  officer)  in 
behalf  of  said  corporation  and  by  authority  of  its  board  of  di- 
rectors; and  that  said  instrument  is  the  free  act  and  deed  of  said 
The  Company. 

In  testimony  whereof,  I  have  hereunto  subscribed  my  name 
at  ,  this  day  of  ,  19... 


Notary  Public. 

NOTE. — See  Hays  v.  Galion  Gas  Light  &  Ooal  Co.,  29  O.  S.  330 
(334).  For  execution  of  deeds  by  railway  companies,  see  G.  C.  §8761. 

The  officer  of  a  corporation  having  authority  to  execute  an  instru- 
ment, is  the  proper  person  to  acknowledge  the  same.  Sheehan  v.  Davis, 
17  Ohio  St.  671. 

In  deeds  to  corporations  the  words  "its  successors"  should  be  used, 
following  the  word  "grantee"  instead  of  the  word  "heirs"  which  is  used 
in  deeds  to  individuals  and  which  is  printed  in  most  blank  deeds. 


Form  236  OHIO  PRIVATE  CORPORATIONS.  218 

No.  236. 

Bill  of  Sale  by  Corporation  of  Fixtures,  Lease,  Good  Will 

and  Stock:    (Book  Accounts,  Etc.,  Excepted),  with 

Agreement  of  Officers  not  to  Reengage 

in  Business. 

Know  all  men  by  these  presents,  that  The  Com- 
pany, a  corporation  duly  organized  and  existing  under  the  laws 

of  Ohio,  the  grantor,  for  the  consideration  of  dollars 

($ )  paid  by  The  Company,  the  grantee,  the 

receipt  of  which  is  hereby  acknowledged,  does  hereby  grant,  bar- 
gain, sell,  transfer  and  deliver  unto  the  said  grantee,  its  succes- 
sors and  assigns,  the  following  described  goods,  chattels  and 
effects,  to  wit:  all  stock  in  trade,  fixtures  and  property  now 

owned  and  used  by  said  The  Company  in  connection 

with  its  business  in  the  city  of  ,  including 

,  and  all  contracts,  excepting  outstanding  book  ac- 
counts, bills  receivable  and  claims  for  money. 

Also  the  good  will  established  by  said  grantor  in  connection 

with  said  business  of  in  the  city  of  Said 

grantor  hereby  agrees  to  assign  and  transfer  to  said  grantee,  by 
proper  instruments  of  conveyance,  all  its  interest  as  lessee  in  the 
premises  occupied  by  it  as  

It  is  the  purpose  of  this  instrument  to  convey  to  said  grantee 
all  stock  in  trade,  fixtures  and  personal  property  now  owned 

and  used  by  said  grantor  in  connection  with  its  business, 

whether  or  not  specifically  described  herein,  excepting  the  book 
accounts,  bills  receivable  and  claims  for  money. 

In  consideration  of  the  foregoing,  and  of  the  sum  of 

dollars  ($ )  received  by  A.  B.  and  C.  D.  individually,  the 

receipt  of  which  is  hereby  acknowledged,  and  as  an  inducement 
to  said  grantee  to  pay  the  purchase  price  aforesaid,  said  grantor 
agrees  that  it  will  not  as  a  corporation,  and  the  said  A.  B.  and 
(7.  D.  hereby  agree  that  they  will  not  as  individuals,  either 

directly  or  indirectly,  engage  in  the  business  of  in  the 

city  of ,  for  a  period  of years  from  and  after 

the  date  hereof;  and  during  said  time  said  The  (grantor)  Com- 
pany and  A.  B.  and  C.  D.  individually,  agree  that  they  will  not, 
directly  or  indirectly,  either  in  firms,  corporations  or  as  individ- 
uals, come  into  competition  with  said  grantee,  and  will  not  inter- 
fere in  any  way  or  manner  with  the  business,  trade,  good  will  or 
customers  of  said  grantee. 

To  have  and  to  hold  the  same  unto  the  said  grantee,  its  suc- 
cessors and  assigns,  forever.  And  the  said  grantor  hereby  cove- 
nants to  and  with  the  said  grantee,  its  successors  and  assigns, 
that  said  grantor  is  the  lawful  owner  of  the  above  described 


219  FORMS.  Form  237 

goods,  chattels  and  effects,  and  has  good  right  to  sell  the  same 
as  aforesaid;  that  the  same  are  free  and  clear  from  all  incum- 
brances  whatsoever;  and  that  said  grantor  will  warrant  and 
defend  the  same  against  all  lawful  claims  and  demands  what- 
soever. 

In  witness  whereof,  the  name  of  said  grantor  is  hereunto  sub- 
scribed and  its  corporate  seal  hereunto  affixed  by  its  president 
and  secretary,  and  said  A.  B.  and  C.  D.  individually  hereunto 

set  their  hands,  at ,  Ohio,  this day  of ,  19 ... 

The  Company. 

By  A.  B.,  President. 
C.  D.,  Secretary. 
Signed,  sealed  and  delivered 

In  presence  of  A.  B. 

(Corporate  Seal.)  C.  D. 

NOTE. — See  Davis  v.  Booth,  2  O.  L.  R.  310  as  to  agreement  of  officers 
not  to  re-engage  in  business. 

No.  237. 
Option  on  Manufacturing  Plant. 

In  consideration  of  one  dollar  and  of  other  good  and  valuable 
consideration,  the  receipt  of  which  is  hereby  acknowledged,  the 

undersigned  hereby  gives  and  grants  unto  C.  D.,  of  , 

the  right  and  option  to  purchase,  as  a  going  concern,  the  (paint, 
oil  and  varnish)  manufacturing  business  conducted  by  the  under- 
signed, including  all  the  real  estate,  machinery,  fixtures,  materials, 
both  unfinished  and  finished,  and  supplies  used  in  connection 
with  said  business,  and  also  the  good  will,  trade  rights,  trade 
marks,  inventions,  patents,  formulae,  recipes,  trade  names,  pat- 
terns and  all  other  property  of  every  kind  and  nature  used  in 
connection  with  said  business,  excepting  only  money  on  hand 
and  in  bank  and  accounts  and  bills  receivable,  which  are  to  be 
and  remain  the  property  of  the  undersigned.  All  of  said  prop- 
erty to  be,  at  the  time  of  such  sale,  free  and  clear  of  all  liens 
and  incumbrances  whatsoever,  including  taxes  and  assessments. 

The  consideration  for  said  sale  to  be dollars  ($ ) 

and,  in  addition,  the  inventory  value  of  stock  on  hand  at  the 
time  of  completion  of  the  sale. 

This  option  shall  expire  on  the day  of ,  19 . . , 

unless  the  said  C.  D.,  or  his  assigns,  shall  on  or  before  said  day 
give  notice  in  writing  of  his  acceptance  thereof,  in  which  case 
the  sale  shall  be  completed,  the  purchase  money  paid,  and  said 

property  delivered  within  days  after  the  date  of  such 

acceptance. 

The  undersigned  hereby  agrees,  upon  receipt  of  notic6  of  the 


Form  238  OHIO  PRIVATE  CORPORATIONS.  220 

exercise  of  this  option,  to  furnish  a  full  abstract  of  the  title  to 
all  of  said  real  estate,  showing  a  good  title  thereto. 

This  option  may  be  assigned  by  the  said  C.  D.,  and  in  case  of 
such  assignment  before  acceptance,  said  C.  D.  shall  be  free  from 
any  liability  hereunder,  the  same  as  if  the  assignee  had  originally 
been  named  herein. 

Dated  at   ,  Ohio,  this   day  of   ,  19 ... 


No.  238. 
Option,  by  Corporation,  on  Manufacturing  Plant. 

For  and  in  consideration  of  ....  dollars  ($....)  and  of  other 
good  and  valuable  considerations,  the  receipt  of  which  is  hereby 
acknowledged,  The  ....  Company,  a  corporation  duly  organized 
and  existing  under  the  laws  of  the  State  of  Ohio,  does  hereby 
give  and  grant  unto  C.  D.  of  . . . .,  or  assigns,  the  exclusive  right 
and  option  to  purchase,  as  a  going  concern,  the  following  prop- 
erty to  wit: 

All  of  the  real  estate,  buildings,  improvements,  easements,  plant 
and  machinery  belonging  to  it,  and  situated  in  the  City  of  . . . . , 

County  of and  State  of  Ohio :  also  all  of  the  railroad  tracks, 

switches,  boilers,  engines,  forges,  steam  and  water  pipes,  tanks, 
trucks,  cars,  extra  parts  of  machinery,  shafting,  belting,  pulleys, 
gears,  tools,  dies,  patterns,  horses,  wagons,  implements,  materials 
and  property  of  every  kind  and  nature  now  being  used,  or  in- 
tended to  be  used,  in  connection  with  the  manufacture  and  sale 
of  . . . .  :  excepting  raw  and  partly  finished  material  and  manu- 
factured product  hereinafter  mentioned,  and  excepting  cash  on 
hand  and  in  bank  and  bills  and  accounts  receivable: 
also,  all  the  good  will,  trade  rights,  trade  marks,  brands,  in- 
ventions, patents,  formulae,  recipes  and  trade  names  now  owned 
and  used  by  it. 

All  of  said  property  to  be,  at  the  time  of  said  sale,  free  and 
clear  from  all  liens  and  incumbrances  whatsoever,  including  taxes 
and  assessments. 

The  consideration  for  said  sale  to  be    dollars   ($....), 

payable  as  follows  :$....  on  notice  of  the  exercise  of  this  option 
and  the  balance  of  $ ....  at  the  time  of  the  completion  of  said 
sale. 

This  option  shall  expire  on  the   ....   day  of   ,  19 ... 

Notice  of  the  exercise  of  this  option  shall  be  in  writing  signed 

by  said  C.  D.,  or  assigns,  and  mailed  to  said  The Company, 

or  delivered  to  its  president  or  secretary. 

Said  The  ....  Company  further  agrees,  that,  on  notice  of  the 


221  FORMS— OPTIONS.  Form  238 

exercise  of  this  option  and  on  payment  of  said  sum  of  $ 

to  apply  on  said  purchase  price,  it  will,  within  ....  days  after 
said  payment,  furnish  to  said  C.  D.,  or  assigns,  for  examination, 
full  abstracts  showing  clear  title  of  record  to  all  of  its  said  real 
estate. 

Upon  final  consummation  of  said  sale  said  The  ....  Company 
agrees  to  convey  all  of  said  real  estate  and  appurtenances  by 
good  and  sufficient  deed  or  deeds  of  general  warranty,  and  to 
execute  and  deliver  such  bills  of  sale  and  other  instruments  as 
may  be  necessary  or  proper  for  effectually  conveying  and  trans- 
ferring all  of  said  property,  both  real  and  personal:  and  further, 
said  The  ....  Company  agrees  to  procure  and  cause  to  be 
executed  and  delivered,  together  with  said  instruments  of  con- 
veyance, the  agreement  or  agreements  of  said  The  Com- 
pany, and  of ,  . . . . ,  and ,  its  president,  secretary  and 

treasurer,  respectively,  binding  said  The  ....  Company  and 

said ,  . . . . ,  and  . . . . ,  for  a  period  of  ....  years  after  the 

completion  of  said  sale,  not  to  engage,  or  be  interested,  directly 
or  indirectly,  either  individually,  or  in  firms,  corporations,  or  as 
stockholders,  directors,  officers,  clerks,  agents  or  employees,  in  the 
business  of  manufacturing,  buying  and  selling  ....  or  any  kin- 
dred products,  or  by-products,  in  said  City  of  or  within 

....  miles  therefrom. 

By  the  exercise  of  this  option,  it  is  expressly  agreed,  on  the 
part  of  said  C.  D.,  or  assigns,  that,  in  addition  to  the  purchase 
of  the  property  above  mentioned,  he,  or  they,  will  further  pur- 
chase all  raw  and  partly  finished  materials,  on  hand  or  in  transit, 
at  the  cost  thereof  to  said  The  ....  Company,  also  all  finished 
product  at  the  inventory  thereof;  also  all  unexpired  policies  of 
fire,  liability,  or  other  insurance  then  in  force,  at  the  pro  rata 
value  thereof. 

Payment  for  said  raw  and  partly  finished  materials,  finished, 
product  and  insurance  policies  to  be  made  in  cash  upon  comple- 
tion of  said  sale. 

It  is  further  agreed  on  the  part  of  said  C.  D.,  or  assigns,  by 
the  acceptance  of  this  option,  that  he  or  they  will  assume  and 
be  bound  by  all  bona  fide  contracts  theretofore  made  by  said 

The Company  for  the  purchase  or  sale  of  raw  materials  and 

supplies  and  finished  product. 

Said  The  Company  agrees  that  this  option  may  be  as- 
signed, and  that  the  same  shall  inure  to  the  assignee  or  as- 
signees thereof,  and  that  in  case  of  such  assignment  before  the 
exercise  of  this  option,  said  C.  D.  shall  be  under  no  liability 
hereunder. 

In  witness  whereof,  said  The  Company  has  caused  its 

corporate  name  to  be  signed  hereto  by  its  president  by  authority 
of  its  board  of  directors,  duly  ratified  by  its  stockholders,  as 


Form  240  OHIO  PRIVATE  CORPORATIONS. 

required  by  law,  and  its  corporate  seal  to  be  hereto  affixed  at- 
tested by  its  secretary  this  day  of  ,  19... 

The   ....   Company, 

By   . . . . ,  President. 
(Corporate  seal.) 
Attest. 

. . . . ,  Secretary. 
NOTE.— See  G.  C.  §§8710  to  8718. 

No.  239. 
Option  to  Purchase  Stock  in  Corporation. 

,  Ohio,  ,  19. .. 

In  consideration  of  ....  dollars  ($....),  the  receipt  of  which 
is  hereby  acknowledged,  I  hereby  give  to  C.  D.  the  right  and 
option  to  purchase  from  me  at  any  time  within  ....  days  from 
the  date  hereof  ....  shares  of  the  ....  (common  or  preferred) 
stock  of  The  ....  Company  at  $ ....  per  share,  payable  in  cash. 

All  dividends,  for  which  the  transfer  books  close  during  said 
time,  go  with  the  stock.  One  day's  notice  of  the  exercise  of  this 
option  is  required,  except  on  the  last  day. 

A.  B. 
No.  240. 

Option  to  Purchase  Stock  at  "Book  Value";  Certificates  to 
be  Deposited  with  a  Trust  Company. 

NOTE. — This  plan  is  sometimes  adopted  where  the  option  covers  a 
large  block  of  stock  and  runs  for  a  considerable  period  of  time,  the  trans- 
ferable receipts  of  the  trust  company  enabling  the  person  granting  the 
option  to  use  his  stock  as  collateral,  etc.,  meanwhile.  For  stock  pooling 
agreement  with  option,  see  form  No.  232. 

This  agreement  made  this  ....  day  of ,  19. .,  by  and 

between  A.  B.  of  . . . . ,  party  of  the  first  part ;  C.  D.  of  . . . . , 
party  of  the  second  part,  and  The  E.  F.  Trust  Company,  of  . . . . , 
hereinafter  called  the  Trustee,  party  of  the  third  part,  witnesseth : 

(1)  That  in  consideration  of   ....    dollars    ($....),  received 
to  his  full  satisfaction  of  said  party  of  the  second  part,  said  party 
of  the  first  part  hereby  gives  and  grants  to  said  party  of  the 
second  part  the  exclusive  right  and  option  to  purchase,  at  any 

time  prior  to   ,  19 . . ,   ....   shares  of  the  common  stock 

of  The  X.  Y.  Company,  in  the  manner  and  for  the  price  here- 
inafter set  forth. 

(2)  Said  party  of  the  first  part  has  this  day  deposited  with 
said  Trustee  certificates  for  said    ....    shares  of  stock,  duly  en- 
dorsed in  blank  for  transfer,  to  be  held  by  that  depositary  as 
trustee  for  the  purposes  hereinafter  set  forth. 

(3)  The  price  to  be  paid  for  said  stock  under  said  option  shall 


223  FORMS— OPTIONS.  Form  240 

be  an  amount  in  cash  equal  to  its  "book"  or  "net"  value  at  the 
time  the  notice  hereinafter  mentioned  is  given,  to  wit:  that  pro- 
portion of  the  value  of  the  net  assets  of  said  corporation  which 
the  number  of  shares  to  be  purchased  bears  to  the  entire  issued 
capital  stock  of  said  corporation.  In  determining  the  value  of 
said  net  assets  the  merchandise,  stock  and  materials  shall  be 
valued  at  the  actual  cost  thereof  with  suitable  allowance  for  de- 
preciation; the  plant,  machinery,  equipment  and  fixtures  shall 
be  taken  at  a  fair  inventory  value,  with  a  suitable  allowance  for 
depreciation,  and  the  accounts  and  notes  receivable  shall  be  taken 
at  their  face  value,  less  a  suitable  allowance  for  prospective  losses. 
From  the  total  value  of  all  the  assets  of  said  corporation,  ascer- 
tained as  aforesaid,  shall  be  deducted  all  debts  and  liabilities  of 
the  corporation  (if  preferred  stock  is  outstanding  add  "and  an 
amount  in  cash  equal  to  the  value  of  the  total  issued  preferred 
stock  of  said  corporation,")  and  the  remainder  shall  be  divided 
by  the  total  number  of  shares  of  the  common  stock  of  the  Com- 
pany, issued  and  outstanding,  and  the  quotient  shall  be  the 
"book"  or  "net"  value  per  share  of  said  stock,  and  the  price  per 
share  at  which  said  common  stock  under  this  option  may  be 
obtained. 

(4)  Said  party  of  the  second  part,  or  his  assigns,  may  exercise 
said  option  at  any  time  during  said  period  by  notice  in  writing  to 
the  party  of  the  first  part  by  registered  mail,  at  his  last  known 
usual  place  of  residence  and  to  the  Trustee  at  its  office.  Within 
....  days  after  the  date  of  the  mailing  of  such  notice,  the  party 
of  the  first  part  shall  furnish,  or  cause  to  be  furnished  to  the 
Trustee  and  the  party  of  the  second  part,  or  his  assigns,  a  state- 
ment of  the  net  value  of  the  common  stock  of  said  corporation, 
ascertained  as  aforesaid,  certified  to  by  the  treasurer  of  said 
corporation. 

If  the  party  of  the  first  part  fails  or  refuses  to  furnish  such 
statement  of  the  net  value  of  said  stock,  within  the  time  herein 
limited,  or  in  case  the  net  value  of  such  stock  is,  in  the  opinion 
of  the  party  of  the  second  part  or  his  assigns,  incorrect,  then  the 
net  value  of  said  stock  shall  be  determined  by  arbitration  as 
follows:  The  party  of  the  second  part  shall  choose  an  arbitrator, 
giving  notice  thereof  by  mail  to  the  Trustee  and  to  party  of  the 
first  part. 

Within  thirty  days  after  the  mailing  of  said  notice  said  party 
of  the  first  part  shall  choose  an  arbitrator  and  give  notice  thereof 
by  mail  to  the  Trustee  and  to  party  of  the  second  part.  In  case 
party  of  the  first  part  shall  fail  to  choose  an  arbitrator  and  give 
notice  thereof  within  the  time  above  limited  the  Trustee  is  hereby 
authorized  and  directed,  upon  the  request  in  writing  of  the  party 
of  the  second  part,  or  his  assigns,  to  choose  a  disinterested  person 
as  arbitrator  in  behalf  of  the  party  of  the  first  part.  The  two 


Form  240  OHIO  PRIVATE  CORPORATIONS.  224 

arbitrators  so  chosen  shall  choose  a  third  arbitrator  and  the  three 
so  chosen  shall  proceed  to  fix  the  value  of  said  stock  in  the  method 
hereinbefore  prescribed.  Then  award  in  writing  signed  by  any 
two  of  said  arbitrators  shall  be  final  and  conclusive  as  to  the 
net  value  of  said  stock.  The  expense  of  said  arbitration  shall  be 
borne  by  the  party  of  the  ----  part. 

Unless  arbitration  be  requested  by  party  of  the  second  part, 
as  aforesaid,  the  statement  furnished  by  party  of  the  first  part, 
certified  by  the  treasurer  of  said  corporation,  shall  fix  the  value 
of  said  stock.  At  any  time  within  ....  days  after  the  net  value 
of  the  stock  is  fixed  by  either  of  the  aforesaid  methods,  the  party 
of  the  second  part  may  request  of  the  Trustee,  and  the  Trustee 
upon  such  request  and  upon  receiving  a  certified  copy  of  the  cer- 
tificate of  said  treasurer,  or  of  the  award  of  the  arbitrators,  is 
hereby  authorized  to  deliver  to  said  party  of  the  second  part,  or 
his  assigns,  the  certificates  of  stock  deposited  with  the  Trustee 
hereunder,  upon  payment  in  cash  of  the  value  of  the  stock,  fixed 
as  aforesaid.  The  Trustee  shall  pay  the  avails  of  said  sale  to 
said  party  of  the  first  part,  or  to  the  holders  of  the  transferable 
receipts  of  the  Trustee  hereinafter  mentioned,  but  only  upon  sur- 
render of  said  transferable  receipts  properly  endorsed  for  can- 
cellation. 

(5)  The  Trustee  shall  issue  to  said  party  of  the  first  part 
transferable  deposit  receipts  in  the  following  form: 


....   Shares. 


TRANSFERABLE    DEPOSIT    RECEIPT. 
THE  X.  Y.    COMPANY. 


The  E.   F.  Trust  Company  certifies  that    ........    has  de- 

posited with  it  certificates  for   ....   shares  of  the  common  stock 

of  the  X.  Y.  Company  to  be  held  subject  to  the  terms  of  a  certain 
agreement,  dated   ........  ,  19.  .,  which  said  agreement  provides 

that  the  holder  hereof  will  be  entitled  to  the  return  of  said  cer- 
tificates or  to  payment  of  the  avails  thereof  as  therein  provided, 
but  only  upon  surrender  of  this  receipt  properly  endorsed  for 
cancellation. 

The  E.  F.  Trust  Company, 

By  ......... 

........  ,  19... 

(Endorsed)  ........  ,  19... 

For  value  received    ....    hereby  sell,  assign  and  transfer  to 

........  the  within  certificate  and  all  rights  and  interests  there- 

under. 
Witness  : 


225  FORMS— OPTIONS.  Form  240 

(6)  If  said   option   shall   not  be  exercised   within  the   time 
and  in  the  manner  herein  provided,  then  and  in  that  event,  the 
Trustee  shall  return  the  certificates  to  party  of  the   first  part, 
or  to  the  holders  of  the  transferable  deposit  receipts  hereinbefore 
mentioned,  but  only  on  the  surrender  of  said  receipts  properly 
endorsed  for  cancellation. 

(7)  Said  Trustee  shall  be  and  is  hereby  appointed  the  true 
and  lawful  attorney  of  the  party  of  the  first  part,  in  his  name 
and   stead,  to   make   all   necessary   transfers   of   stock   deposited 
hereunder  and  for  him,  the  said  Trustee  may  execute  all  neces- 
sary acts  of  assignment  and  transfer,  the  party  of  the  first  part 
hereby  ratifying  and  confirming  all  that  his  said  attorney  shall 
lawfully  do  by  virtue  hereof. 

(8)  It  is  mutually  agreed  between  the  parties   hereto: 

(a)  That  all  charges  for  the  services   and  expenses  of  the 
Trustee  hereunder  shall  be  paid  by  the  party  of  the  second  part; 

(b)  That  this  agreement  shall  inure  to,  and  shall  be  binding 
upon,  the  executors,  administrators,  successors  and  assigns  of  the 
parties  hereto; 

(c)  That  this  agreement  is  signed  in  triplicate,  and  any  one 
copy  may  be  used  as  an  original; 

(d)  That  the  recitals  in  this  agreement  are  not  made  by  the 
Trustee  and  shall  not  be  construed  to  impose  any  obligation  or 
responsibility  upon  it  in  respect  thereof;  and  that  the  Trustee 
shall  not  be  liable  in  respect  to  any  act  performed  or  omitted  to 
be  performed  by  it  hereunder  save  and  except  for  its  own  wilful 
default. 

(e)  That  unless  written  notice   of  a   change  of  address  be 
given  any  notice  hereunder  may  be  given  to  party  of  the  first 
part  by  mailing  the  same  to  A.  B.  at    . . . . ;  to  party  of  the 
second  part  or  his  assigns,  by  mailing  the  same  to  C.  D.  at  . . . . , 
and  to  the  Trustee  by  mailing  the  same  to  it  at  its  office  in 

In  witness  whereof  the  parties  of  the  first  and  second  parts 

have  hereunto  set  their  hands  and  said  party  of  the  third  part 

has  caused  its   corporate   name   to   be   signed   and   its   corporate 

seal  to  be  affixed  hereto  the  day   and  year  first  above  written. 

Witnesses : 

A.  5. 

C.  D. 

The  E.  F.  Trust  Company, 
By  


Form  243  OHIO  PRIVATE  CORPORATIONS.  226 

No.  241. 

Option  Contract  to  Purchase  Stock,  if  Vendee  Desires  to 

Resell. 

Whereas,  A.  B.  has  this  day  purchased  shares  of  the 

(common  or  preferred)  stock  of  The  Com- 
pany, for  the  price  of  ....  dollars  per  share ; 

Now  I,  the  undersigned,  in  consideration  of  said  sale,  and 
in  consideration  of  one  dollar  ($1)  paid  to  me  by  said  A.  B., 
the  receipt  of  which  is  hereby  acknowledged,  do  hereby  agree 
that  if,  at  the  expiration  of  one  year  from  the  date  hereof,  the 
said  A.  B.  shall  desire  to  sell  said  stock  at  the  price  paid  by 
him  therefor,  I  will  purchase  the  same  and  pay  to  him  the 
amount  paid  by  him  therefor,  together  with  interest  thereon  at 
the  rate  of  ....  percent  per  annum. 

,  Ohio,   ,  19... 


No.  242. 
Option  to  Deliver  Stock  (A  "Put"). 

,  Ohio,  ,  19... 

For  value  received,  the  bearer  may  deliver  me  ....  shares  of 
the  ....  (common  or  preferred)  stock  of  The  Com- 
pany at  ....  percent,  at  any  time  in  ....  days  from  date.  The 
undersigned  is  entitled  to  all  dividends  or  extra  dividends  de- 
clared during  said  time. 

Expires   ,  19..,  at   P.  M.  


No.  243. 
Option  to  Purchase  Stock  (A  "Call"). 

,  19... 

For  value  received  the  bearer  may  call  on  me  on  one  day's 
notice,  except  last  day,  when  notice  is  not  required,  for  .... 
shares  of  the  ....  (common  or  preferred)  stock  of  The  .... 
Company  at  ....  at  any  time  within  ....  days  from  date.  All 
dividends,  for  which  transfer  books  close  during  said  time,  go 
with  the  stock. 

Expires   ,  19..,  at  3  P.  M 

Note.— See  Treat  v.  White,  181  U.  S.  264. 


227  FORMS.  Form  245 

No.  244. 

Bond   to   Corporation   Issuing  New   Certificate   of   Stock  in 
Lieu  of  Lost  or  Destroyed  Certificate. 

(G.  C.  §8673-17.) 

Know  all  men  by  these  presents,  that  we,  A.  B.  as  principal 
and  E.  F.  as  surety,  are  held  and  firmly  bound  unto  The  .... 

Company  in  the  sum  of dollars  ($ )  for  which  payment 

well  and  truly  to  be  made  we  bind  ourselves  firmly  by  these 
presents. 

Dated  this    day  of    ,   19... 

The  condition  of  this  obligation  is  such,  that  whereas,  a  cer- 
tificate for  ....  shares  of  the  capital  stock  of  said  The  .... 
Company,  being  certificate  number  ....,  owned  by  and  standing 
on  the  books  of  said  corporation  in  the  name  of  said  A.  B.,  has 
been  lost  or  destroyed,  and  can  not  be  produced  by  him,  and 
whereas,  at  his  request,  and  upon  his  promise  to  indemnify  and 
save  harmless  said  The  ....  Company  in  the  premises  and  to 

surrender  said  certificate  when  found  to  said  The Company, 

to  be  cancelled,  said  The  ....  Company  has  this  day  issued  to 
said  A.  B.  a  new  certificate  for shares  in  lieu  of  said  cer- 
tificate so  lost  or  destroyed: 

Now  if  said  A.  B.  shall  well  and  truly  indemnify  and  save 
harmless  said  The  ....  Company,  its  successors  and  assigns, 
from  and  against  said  certificate  of  stock  and  from  and  against 
any  and  all  damages,  costs,  charges  and  expenses,  including  at- 
torney's fees,  and  all  actions  and  suits,  whether  groundless  or 
otherwise,  by  reason  of  said  certificate  of  stock,  and  shall  sur- 
render or  deliver  the  same,  as  soon  as  the  same  shall  be  found, 
to  be  cancelled,  then  this  obligation  shall  be  void;  otherwise  to 
remain  in  full  force  and  effect. 

In  presence  of  A.  B. 

E.  F. 

No.  245. 

Bond  of  Treasurer  of  Corporation. 

Know  all  men  by  these  presents,  that  we,  A.  B.  as  principal 
and  E.  F.  as  surety,  are  held  and  firmly  bound  unto  The  C.  D. 
Company,  a  corporation  duly  organized  and  existing  under  and 
by  virtue  of  the  laws  of  Ohio,  with  its  principal  office  in  the 

City  of  ,  Ohio,  in  the  sum  of  ....  dollars  ($ )  for 

which  payment  well  and  truly  to  be  made  we  do  bind  ourselves 
firmly  by  these  presents. 

Dated  this day  of  ,  19 ... 

The  condition  of  this  obligation  is  such  that,  whereas,  the 
said  A.  B.  has  been  elected  treasurer  of  said  The  C.  D.  Company 


Form  246  OHIO  PRIVATE  CORPORATIONS. 

for  the  period  of  one  year  from  the    day  of    . ...,   19.., 

and  thereafter  until  his  successor  is  elected  and  qualified.  Now 
if  the  said  A.  B.  shall  well,  honestly  and  faithfully  perform  and 
discharge  his  duties  as  such  treasurer  and  shall  account  to  said 
The  C.  D.  Company,  its  successors  or  assigns,  for  all  money  and 
property  that  may  come  into  his  possession  or  under  his  control, 
and  shall  well  and  faithfully  pay  and  deliver  said  money  and 
property  as  required  or  directed  by  said  corporation,  then  this 
obligation  to  be  void,  otherwise  to  remain  in  full  force  and 
effect. 

Provided  that  any  forbearance  on  the  part  of  The  C.  D.  Com- 
pany toward  the  said  A.  B.  in  respect  to  his  failure  or  neglect 
in  the  performance  and  discharge  of  his  duties  as  such  treasurer, 
or  any  extension  or  extensions  by  said  corporation  of  the  time  or 
times  of  said  payments  of  money  or  deliveries  of  property  shall 
not  in  any  manner  operate  to  release  or  discharge  the  said  E. 
F.  from  his  liability  under  the  foregoing  obligation. 

Signed  and  delivered 

in  presence  of  A.  B. 

E.   F. 

No.  246. 
Collateral  Note. 

$ ,  Ohio,  ,  19. .. 

....  days  after  date  ....  promise  to  pay  to  the  order  of  .... 
Bank,  ....  dollars,  for  value  received,  at  the  office  of  said  Bank 
with  interest  at  ....  percent  per  annum,  having  deposited  with 
said  Bank  as  collateral  security  for  payment  of  this  or  any  other 
liability  or  liabilities  of  ....  to  said  Bank,  due  or  to  become 
due,  or  that  may  be  hereafter  incurred,  the  following  property: 

(description  of  property) 

the  market  value  of  which  is  now  $....:  in  case  of  depreciation 
of  the  same,  or  of  any  other  securities  which  may  be  hereafter 
pledged  for  this  loan,  a  payment  shall  forthwith  be  made  on 
account,  or  additional  securities  given,  satisfactory  to  said  Bank, 
so  that  the  market  value  of  the  collateral  shall  always  be  at  least 
....  percent  in  excess  of  the  amount  unpaid  on  this  note.  In 
case  of  failure  so  to  do,  this  note  shall  be  deemed  to  be  due  and 
payable  on  demand,  with  full  power  and  authority  to  sell,  assign 
and  deliver  the  whole  of  said  property,  or  any  part  thereof,  at 
public  or  private  sale  at  the  option  of  said  Bank,  or  its  assigns, 
and  with  the  right  to  themselves  become  the  purchasers  thereof 
at  public  sale,  freed  and  discharged  from  any  equity  of  redemp- 
tion, on  the  nonperformance  of  this  promise  or  the  nonpayment 
of  any  of  the  liabilities  hereinbefore  mentioned,  at  any  time  or 
times  thereafter,  without  advertisement  or  notice.  All  legal  or 


229  FORMS.  Form  247 

other  costs  and  expenses  for  collection,  sale  and  delivery  to  be 
deducted  from  the  proceeds  of  such  sale,  and  the  residue  applied 
on  any  or  all  of  the  liabilities  under  this  note  and  agreement: 
the  overplus,  if  any,  to  be  returned  to  the  undersigned. 


No.  247. 
Collateral  Note.     Another  Form. 

,  Ohio,   ,  19... 

after  date  ....  promise  to  pay  to  the  order  of 
....  Bank  ....  dollars,  for  value  received,  at  the  office  of  said 
Bank  with  interest  at  ....  percent  per  annum,  having  deposited 
with  said  Bank  as  collateral  security  for  payment  of  this  or 
any  other  liability  or  liabilities  of  ....  to  said  Bank,  due  or  to 
become  due,  or  that  may  be  hereinafter  incurred,  the  following 
property : 

(description  of  property) 

the  market  value  of  which  is  now  $ with  the  right  on  the 

part  of  said  Bank  from  time  to  time  to  demand  such  additional 
collateral  security  as  it  may  deem  sufficient  should  the  market 
value  thereof  decline,  and  also  give  said  Bank  a  lien  for  the 
amount  of  all  said  liabilities  upon  all  the  property  or  securities 
given  unto  or  left  in  its  possession  by  the  undersigned,  and  also 
upon  any  balance  of  the  account  of  the  undersigned  with  it. 
Upon  failure  to  comply  with  any  such  demand,  this  obligation 
shall  forthwith  become  due,  will  full  power  and  authority  to 
it,  or  its  assigns,  in  case  of  such  default  or  of  the  nonpayment 
of  any  of  the  liabilities  above  mentioned  at  maturity,  to  sell, 
assign  and  deliver  the  whole  or  any  part  of  such  securities,  or 
any  substitutes  therefor  or  additions  thereto,  at  any  brokers' 
board,  or  at  public  or  private  sale,  at  its  option,  at  any  time  or 
times  thereafter  without  advertisement  or  notice  to  the  under- 
signed, and  with  the  right  on  the  part  of  said  bank  to  become 
purchaser  thereof  at  any  public  sale  thereof  or  at  any  sale 
thereof  at  brokers'  board,  freed  and  discharged  of  any  equity 
of  redemption.  And  after  deducting  all  legal  or  other  costs  and 
expenses  for  collection,  sale  and  delivery,  to  apply  the  residue 
of  the  proceeds  of  such  sale  or  sales  so  made,  to  the  payment 
of  any,  either  or  all  of  said  liabilities,  as  it  may  deem  proper, 
rendering  the  overplus,  if  any,  to  the  undersigned:  and  the  un- 
dersigned will  remain  liable  for  any  amount  remaining  unpaid 
after  such  sale.  The  undersigned  do  hereby  authorize  and  em- 
power said  Bank,  at  its  option,  at  any  time,  to  appropriate  and 
apply  to  the  payment  and  extinguishment  of  any  of  the  above 
named  obligations  or  liabilities,  whether  now  existing  or  here- 
after contracted,  any  and  all  moneys  now  or  hereafter  in  its  pos- 


Form  248  OHIO  PRIVATE  CORPORATIONS.  230 

session,  on  deposit  or  otherwise,  to  the  credit  of  or  belonging  to 
the  undersigned,  whether  said  obligations  or  liabilities  are  then 
due,  or  not  due. 


No.  248. 

Syndicate  Agreement. 
A.  &  B.  RAILWAY  SYNDICATE. 

An  agreement  made  and  entered  into  this  ....  day  of  .... 
....,  19..,  by  and  between  L.  M.  and  S.  TV,  parties  hereto  of 
the  first  part,  hereinafter  sometimes  called  "Syndicate  Managers," 
and  the  individuals,  firms  and  corporations  other  than  the 
Syndicate  Managers  subscribing  hereto  severally,  parties  hereto 
of  the  second  part,  hereinafter  sometimes  called  "Syndicate  Sub- 
scribers," and  all  of  whom  together  with  the  Syndicate  Managers 
constitute  the  "Syndicate." 

"Whereas,  The  0.  &  P.  Traction  Company  is  a  corporation 
organized  under  the  laws  of  the  State  of  Ohio  for  the  purpose 
of  constructing  and  operating  an  electric  street  railroad  property, 
to  wit,  from  the  City  of  ....  in  ....  County,  Ohio,  to  the  City 
of  in  ....  County,  Ohio,  with  the  right  to  make  exten- 
sions and  branches  from  said  street  railroad;  and 

Whereas,  It  is  proposed  by  the  Syndicate  to  acquire  as 
large  an  amount  as  possible  of  the  outstanding  capital  stock  of 
said  Traction  Company,  and  also  all  outstanding  claims  against 
said  Traction  Company  and  the  assets  thereof,  and  after  having 
acquired  the  same  to  construct  certain  electric  street  railways 
over  the  route  authorized  by  the  charter  of  said  Traction  Com- 
pany, with  extensions  and  branches  therefrom;  and 

Whereas,  For  accomplishing  said  purposes  and  providing  the 
necessary  funds  therefor,  and  for  the  other  purposes  herein 
set  forth,  the  parties  hereto  desire  to  form  a  Syndicate,  to  be 
known  as  A.  &  B.  Railway  Syndicate. 

Now,  therefore,  this  agreement  witnesseth :  that  in  consider- 
ation of  the  premises  and  the  mutual  promises  and  agreements 
herein  made,  and  the  sum  of  one  dollar  ($1.00)  by  each  of  the 
parties  hereto  in  hand  paid  to  the  other,  the  Syndicate  Managers 
and  the  Syndicate  Subscribers  hereto  agree  as  follows: 

FIRST.  The  parties  hereto  hereby  form  a  Syndicate  for 
the  purpose  of  acquiring  as  large  an  amount  as  possible  of  the 
capital  stock  of  said  Traction  Company,  together  with  the  claims 
against  said  Traction  Company  and  the  assets  thereof,  and  after 
having  acquired  the  same,  of  financing  said  Traction  Company 
and  constructing  an  electric  street  railroad,  as  authorized  by  the 
charter  of  said  Traction  Company,  with  extensions  and  branches 
therefrom,  and  of  bringing  the  property  of  said  Traction  Com- 


231  FORMS.  Form  248 

pany  to  successful  operation  and  of  doing  and  performing  such 
other  things  as  may,  in  the  judgment  of  the  Syndicate  Managers, 
be  necessary  or  proper  in  connection  therewith. 

SECOND.  The  Syndicate  Managers  are  hereby  authorized, 
as  attorneys  and  agents  for  the  Syndicate  Subscribers  severally, 
to  purchase  on  their  behalf  and  for  them,  as  large  an  amount 
as  possible  of  the  capital  stock  of  said  Traction  Company  to- 
gether with  its  assets,  at  such  a  price  and  upon  such  terms  and 
conditions  as  may  be  deemed  advisable  by  the  Syndicate 
Managers. 

THIRD.  The  Syndicate  Managers,  for  the  purposes  con- 
templated by  this  agreement,  are  authorized  to  proceed  with  the 
construction  of  the  street  railway  system  of  the  Traction  Com- 
pany with  extensions  and  branches  therefrom,  and  for  that  pur- 
pose to  have  the  capital  stock  of  the  said  Traction  Company 
increased  or  if  deemed  advisable  to  organize  a  corporation  under 
the  laws  of  the  State  of  Ohio  with  such  name  and  capitaliza- 
tion as  may  be  designated  by  the  Syndicate  Managers,  for  the 
purpose  of  taking  over  the  stock,  property  and  assets  of,  and 
claims  against,  said  Traction  Company. 

Wherever  the  designation  "Traction  Company"  occurs  in 
this  agreement,  the  same  shall  be  held  and  deemed  to  apply  to 
either  The  0.  &  P.  Traction  Company  by  the  present  corporate 
name  or  by  any  change  of  name,  or  to  said  new  corporation  to 
be  organized  as  the  context  may  require  or  indicate. 

The  Syndicate  Managers  are  given  full  power,  authority  and 
discretion  to  determine  all  matters  relating  to  the  capitalization 
of  The  Traction  Company,  and  of  the  stocks,  bonds,  or  securities 
to  be  issued  thereby,  and  are  also  authorized  to  acquire  any  or 
all  of  the  stocks,  bonds  or  securities  issued  by  said  Traction  Com- 
pany, for  the  benefit  of  the  Syndicate. 

FOURTH.  The  Syndicate  Managers  agree  to  proceed  with 
reasonable  diligence  to  carry  out  and  consummate,  in  so  far  as 
they  may  be  able  to  do  so,  the  purposes  for  which  this  Syndicate 
is  organized,  in  such  manner  as  in  their  judgment  may  be  best  to 
that  end,  and  to  do  all  things  and  perform  all  acts  which  in 
their  judgment  shall  be  deemed  for  the  best  interests  of  the 
Syndicate. 

FIFTH.  Each  Syndicate  Subscriber  shall  set  opposite  his 
name  as  signed  hereto  or  to  any  counterpart  hereof,  the  amount 
of  his  subscription  to  the  Syndicate,  and  shall  pay  as  herein  pro- 
vided the  amount  thereof  as  called  by  the  Syndicate  Managers. 
All  funds  received  by  the  Syndicate  Managers  from  the  Syndi- 
cate Subscribers  shall  be  expended  and  disposed  of  in  the  follow- 
ing manner: 

(a)  The  payment  of  all  expenses  of  the  Syndicate  and  the 
Syndicate  Managers,  including  incorporation  expenses  and 


Form  248  OHIO  PRIVATE  CORPORATIONS.  £32 

charges,  counsel  and  attorney's  fees,  brokers'  commissions,  in- 
terest, charges,  expenses  and  commissions  on  Syndicate  loans, 
and  other  necessary  and  proper  disbursements  and  expenses  made 
or  incurred  in  connection  with  the  carrying  out  of  this  agree- 
ment. 

(b)  The  payment  of  and  for  such  amount  of  the  capital 
stock  of  the  Traction  Company,  and  the  assets  thereof,  as  the 
Syndicate  Managers  may  be  able  to  acquire;  the  constructing, 
building  and  equipping  of  said  street  railway  system,  and  the 
purchasing  and  acquiring  of  stocks,  bonds  and  securities  of  said 
Traction  Company,  or  any  of  said  purposes  which  may  be  deemed 
advisable  by  the  Syndicate  Managers. 

SIXTH.  The  Syndicate  Subscribers  irrevocably  nominate 
and  appoint  the  Syndicate  Managers,  and  their  survivors,  as 
their  agents  and  attorneys,  with  full  power  to  do  any  and  all 
acts  and  to  enter  into  and  execute  all  agreements  or  other  in- 
struments necessary  or  proper  or  by  the  Syndicate  Managers 
deemed  expedient  in  the  premises  and  for  the  purposes  of  this 
Syndicate  Agreement,  and  to  that  end,  to  absolutely  control 
the  stock,  claims  and  assets  of  the  Traction  Company  so  to  be 
acquired,  together  with  all  stocks,  bonds  and  securities  of  the 
Traction  Company  now  or  hereafter  issued  or  authorized  and 
acquired  by  the  Syndicate,  as  fully  in  all  respects  as  if  the 
Syndicate  Managers  were  the  owners  thereof,  and  to  pledge  any 
or  all  of  said  stocks,  claims,  assets,  bonds  and  securities,  or  any 
portion  thereof,  or  this  contract  and  the  several  obligations  of  the 
Syndicate  Subscribers  hereunder,  as  security  for  the  repayment 
of  money  borrowed  on  behalf  of  the  Syndicate. 

It  is  further  agreed  that  if  the  Syndicate  Managers  pledge 
the  stocks,  bonds  and  securities  of  the '  Traction  Company,  or 
this  agreement  and  the  several  obligations  of  the  Syndicate 
Subscribers,  as  security  for  the  payment  of  the  Syndicate's  obli- 
gations, the  person,  firm  or  corporation  to  whom  the  same  are 
pledged  shall  have  the  right  and  power,  in  order  to  secure  pay- 
ment of  such  obligations,  to  make  calls  upon  the  subscriptions 
hereunder  in  case  the  Syndicate  Managers  neglect  or  refuse 
to  make  the  same. 

SEVENTH.  The  Syndicate  Subscribers  agree  that  they  will 
from  time  to  time,  and  at  any  time  on  call  of  the  Syndicate 
Managers,  and  to  the  amount  of  such  call  or  calls,  make  cash 
payments  on  account  of  their  respective  subscriptions  hereunder, 
upon  ten  (10)  days  written  notice  by  mail  from  the  Syndi- 
cate Managers;  all  payments  hereunder  by  the  Syndicate  Sub- 
scribers shall  be  made  to  The Trust  Company,  . . . . ,  Ohio, 

for  the  account  of  the  Syndicate  Managers.  Each  Subscriber 
shall,  at  the  time  of  making  each  of  the  payments  called  here- 
nnder,  receive  a  certificate  issued  by  said  Trust  Company,  cer- 


233  FORMS— SYNDICATE   AGREEMENT.          Form    248 

tifying  to  the  amount  of  such  payment  and  the  interest  of  such 
Subscriber  in  said  Syndicate,  subject  to  the  terms  and  condi- 
tions of  this  agreement;  said  certificate  shall  be  in  assignable 
form,  and  be  transferable  only  on  the  books  of  said  Trust  Com- 
pany by  due  assignment  and  surrender  of  such  certificate,  and 
upon  due  assignment  and  surrender  thereof,  a  new  certificate 
may  be  issued  in  the  name  of  the  transferee.  No  such  assign- 
ment or  transfer  or  issue  of  a  new  certificate  to  a  transferee 
shall  release  any  Subscriber  hereto  from  his  obligations  as- 
sumed hereunder.  Every  Syndicate  Subscriber  and  any  and  all 
owners,  holders,  transferees  or  pledgees  of  said  certificates,  or  of 
the  bonds,  stocks  or  securities  represented  thereby,  or  deliver- 
able thereunder,  hereby  ratify  and  approve  the  action  of  the 
Syndicate  Managers  and  of  the  officers  and  directors  of  said 
Traction  Company  in  the  matter  of  issuing,  paying  for  and  dis- 
posing of  the  stocks,  bonds  and  securities  issued  by  said  Trac- 
tion Company. 

EIGHTH.  The  Syndicate  Managers  shall  have  the  sole 
direction,  management  and  the  entire  conduct  of  the  Syndicate, 
and  the  enumeration  of  particular  or  specific  powers  in  this 
agreement  shall  not  be  considered  as  in  any  way  limiting  or 
abridging  the  general  power  or  discretion  intended  to  be  con- 
ferred upon  and  reserved  to  the  Syndicate  Managers  in  order  to 
authorize  them  to  do  any  and  all  things  proper,  necessary  or 
expedient  in  their  discretion  to  carry  out  the  purposes  of  this 
agreement;  neither  shall  they,  or  either  of  them,  be  liable  under 
any  of  the  provisions  of  this  agreement,  or  in  or  for  any  matter 
connected  therewith,  except  for  want  of  good  faith  or  mal- 
feasance. 

NINTH.  The  Syndicate  Managers  may  be  Subscribers  to 
the  Syndicate  and  to  the  extent  of  any  subscription  or  reserva- 
tion by  them,  they  are  to  participate  in  the  profits  and  losses  and 
the  securities  purchased  or  acquired,  to  the  same  extent  as  the 
other  Subscribers. 

TENTH.  Each  Syndicate  Subscriber  hereby  ratifies,  assents 
to  and  agrees  to  be  bound  by  any  action  of  the  Syndicate 
Managers  taken  under  this  agreement,  and  agrees  to  perform  all 
of  his  undertakings  hereunder  from  time  to  time,  on  call  of  the 
Syndicate  Managers,  to  the  full  extent  of  the  amount  set  opposite 
his  name  or  allotted  to  him,  but  he  shall  be  liable  hereunder 
solely  to  the  Syndicate  Managers  or  their  successors  or  assigns, 
or  to  the  Traction  Company  issuing  any  bonds,  stocks  and 
securities  purchased  hereunder,  or  to  the  person  owning  the 
same,  and  only  to  the  extent  of  his  individual  subscription  to 
the  Syndicate. 

ELEVENTH.  The  failure  of  any  Syndicate  Subscriber  to 
perform  any  of  his  undertakings  hereunder  shall  not  affect  or 

j 


Form  248  OHIO  PRIVATE  CORPORATIONS.  234 

release  any  other  Subscriber.  The  Syndicate  Managers  may,  in 
their  discretion,  by  written  consent,  release  any  Syndicate  Sub- 
scriber. In  case  any  Syndicate  Subscriber  shall  fail  to  perform 
any  of  his  undertakings  hereunder  or  be  released 'by  the  Syndi- 
cate Managers,  other  Subscribers  may  be  received  by  the  Syndi- 
cate Managers  and  take  the  share  of  the  Subscriber  so  failing 
to  perform  his  undertakings  or  so  released.  Upon  failure  of 
any  Syndicate  Subscriber  to  perform  any  of  his  undertakings 
hereunder,  the  Syndicate  Managers  shall  have  the  right  at  their 
option  to  exclude  such  Syndicate  Subscriber  from  further  inter- 
est and  participation  in  the  Syndicate,  and  to  hold  him  liable 
for  all  damages  caused  by  his  failure. 

Nothing  contained  in  this  agreement  or  otherwise  shall  con- 
stitute the  Syndicate  Subscribers  partners  with  the  Syndicate 
Managers  or  with  one  another,  or  render  them  liable  to  con- 
tribute more  than  the  amounts  of  their  subscriptions,  as  afore- 
said, or  entitle  them  to  any  participation  in  the  results  or 
profits  of  said  Syndicate  other  than  as  specified  in  this  agree- 
ment. 

TWELFTH.  This  agreement  shall  bind  and  benefit  ratably 
according  to  the  amount  of  the  several  subscriptions,  not  only 
the  parties  hereto  but  their  respective  successors,  survivors,  as- 
signs and  personal  representatives.  Two  originals  hereof  are  to 
be  signed  :by  the  Syndicate  Managers  and  one  original  is  to  de- 
posited with  The  ....  Trust  Company,  and  counterparts  may 
'be  signed  by  the  Syndicate  Subscribers  and  retained  by  the 
Syndicate  Managers,  or  by  said  Trust  Company,  and  all  shall  be 
taken  and  deemed  to  be  one  original  instrument. 

THIRTEENTH.  All  notices  issued  by  the  Syndicate  Man- 
agers hereunder  shall  'be  mailed  to  the  addresses  of  subscribers  as 
given  below  opposite  their  respective  names.  The  holding  of 
certificates  issued  by  said  Trust  Company  in  pursuance  thereof, 
shall  constitute  such  holders  parties  to  this  agreement,  as  fully 
to  all  intents  and  purposes  as  signing  the  same. 

FOURTEENTH.  It  is  mutually  agreed  that  during  the 
term  of  this  agreement  the  Syndicate  Managers  shall  have  full 
power  of  sale,  or  exchange  for  other  stocks  and  bonds,  or  either, 
of  any  other  Company  or  corporation,  of  all  stocks,  bonds  and 
securities  acquired  and  received  by  them  on  'behalf  of  the  Syndi- 
cate Subscribers,  and  also  of  any  stocks,  bonds  or  securities  re- 
ceived in  exchange  therefor,  upon  sale  to  or  consolidation  with 
any  other  corporation  upon  such  terms,  prices  and  conditions  as 
may  be  deemed  by  them  to  be  for  the  interests  of  the  Syndicate, 
and  that  until  the  distribution  of  said  stocks,  bonds,  or  securi- 
ties to  the  Subscribers  hereto,  all  stocks  of  said  Traction  Company, 
and  all  other  stocks,  bonds  or  securities  belonging  to  the  Syndi- 
cate, shall  be  held  by  and  in  the  name  of  the  Syndicate  Managers, 


235  FORMS— SYNDICATE  AGREEMENT.        Form   248 

or  their  nominees,  with  full  power  in  the  Syndicate  Managers  or 
their  nominees,  to  vote  the  same  at  any  and  all  meetings  of  the 
stockholders  of  the  corporation  issuing  said  stocks,  bonds  or 
securities. 

FIFTEENTH.  Should  the  Syndicate  Managers  in  carrying 
out  this  agreement  sell  and  dispose  of  the  holdings  of  the  Syn- 
dicate hereunder  for  cash  or  securities,  the  Syndicate  Managers 
shall  be  entitled  to  hold  and  retain  ....  ( . . )  percentum  of 
the  profits  of  the  Syndicate,  either  in  cash  or  securities,  the 
same  to  be  in  full  as  compensation  to  the  Syndicate  Managers  for 
their  services  performed  hereunder.  After  the  deduction  of  the 

said  ( . . )  percentum  of  said  profits  as  compensation  to 

the  Syndicate  Managers  as  above,  the  balance  of  said  profits  shall 
be  distributed  pro  rata  to  the  Syndicate  Subscribers  from  time 
to  time,  in  the  discretion  of  the  Syndicate  Managers. 

Should  the  Syndicate  Managers  not  sell  or  dispose  of  the 
holdings  of  the  Syndicate  hereunder,  but  distribute  the  same  to 
the  Syndicate  Subscribers,  the  Syndicate  Managers  at  the  time 

of  such  distribution  shall  be  entitled  to  hold  and  retain  

( . . )  percentum,  in  par  amount,  of  any  and  all  common  cor- 
porate stocks  at  that  time  owned  by  the  Syndicate,  the  same 
to  be  in  full  compensation  to  the  Syndicate  Managers  for  their 
services  performed  hereunder;  and  after  the  deduction  of  said 
....  ( . . )  percentum  of  said  common  corporate  stocks  as  afore- 
said, the  balance  of  said  ordinary  corporate  stock,  together  with 
any  bonds  or  other  securities  owned  by  the  Syndicate  shall  be 
distributed  pro  rata,  to  the  subscribers  from  time  to  time,  in 
the  discretion  of  the  Syndicate  Managers. 

Whenever  any  partial  distribution  is  made  to  the  Syndicate 
Subscribers  hereunder,  said  subscribers  shall  present  the  certifi- 
cates, representing  their  interests,  to  said  Trust  Company,  and 
have  said  distribution  endorsed  thereon,  and  upon  such  final 
distribution  hereunder,  the  Syndicate  Subscribers  shall  surrender 
their  said  certificates. 

All  expenses  and  obligations  of  the  Syndicate  shall  be  a 
charge  against  the  cash,  securities  or  property  at  any  time 
owned  by  the  Syndicate. 

SIXTEENTH.  In  case  of  the  death,  resignation  or  in- 
ability to  act  of  either  of  the  Syndicate  Managers,  the  survivor 

shall  have  power  subject  to  the  approval  of  The  Trust 

Company,  to  designate,  by  writing,  filed  with  the  said  Trust 
Company,  a  person  to  fill  the  place  so  made  vacant;  and  in  case 
said  survivor  fails  to  fill  said  vacancy  within  thirty  (30)  days 
after  such  death,  resignation  or  inability  to  act,  and  to  give  a 
written  notice  of  such  designation  to  said  Trust  Company,  and 
to  secure  the  approval  of  said  Trust  Company,  then  the  said 


Form  248  OHIO  PRIVATE  CORPORATIONS.  236 

Trust  Company  shall  have  power  to  designate  a  person  to  fill 
the  place  so  made  vacant. 

In  case  of  the  death,  resignation  or  inability  to  act  of  hoth 

of  said  Syndicate  Managers,  The  Trust  Company  shall 

have  power  to  designate  persons  to  fill  the  places  so  made  vacant. 
In  case  said  Trust  Company  fails  to  fill  said  vacancy  or  vacan- 
cies within  thirty  (30)  days  after  the  date  of  the  accruing  of 
its  right  to  fill  said  vacancy  or  vacancies,  a  majority  in  amount 
of  the  Subscribers  hereto,  who  have  paid  the  full  amount  of  all 
calls  made,  shall  have  power  to  name  and  designate,  in  writing, 
a  successor  or  successors,  and  such  successor  or  successors  chosen 
in  any  manner  as  above  provided  shall,  upon  acceptance  in  writ- 
ing endorsed  upon  this  agreement,  be  clothed  with  all  the  powers 
and  be  subject  to  all  the  duties  conferred  and  enjoined  upon  the 
Syndicate  Managers  herein. 

SEVENTEENTH.  It  is  mutually  agreed  that  the  obliga- 
tions of  the  Syndicate  Subscribers  under  this  contract  are  several 
and  not  joint,  and  that  no  one  of  said  subscribers  shall  be  liable 
for  a  breach  of  this  contract  by  any  other  Subscriber  than 
himself. 

Each  and  every  party  hereto  will,  upon  reasonable  request, 
execute  and  deliver  all  further  writings  which  may  be  necessary 
or  proper  to  carry  this  agreement  into  effect. 

EIGHTEENTH.  No  calls  shall  be  made  by  the  Syndicate 
Managers  upon  the  subscriptions  of  the  Syndicate  Subscribers 

until  the  total  subscriptions  hereto  shall  equal  the  sum  of 

dollars  ($ ). 

NINETEENTH.  The  Syndicate  Managers  shall  have  power 
to  reduce  the  subscription  or  subscriptions  of  any  or  all  of  the 
Syndicate  Subscribers  for  any  reason  deemed  by  the  Syndicate 
Managers  to  be  for  the  benefit  of  the  Syndicate. 

TWENTIETH.  All  action  taken  by  the  Syndicate  Man- 
agers hereunder  shall  be  in  pursuance  of  unanimous  agreement 
of  the  Syndicate  Managers.  In  case  the  Syndicate  Managers  are 
unable  to  agree,  either  or  both  of  the  Syndicate  Managers  may 
make  statements  in  writing  to  The  ....  Trust  Company  of  the 
matters  in  dispute  or  the  proposed  action,  and  the  said  Trust 
Company  is  hereby  given  full  power,  right  and  authority  to 
settle  and  determine  the  dispute  submitted  or  the  action  pro- 
posed, and  its  decision  of  any  such  matters  shall  be  final  and 
binding  on  all  the  parties  hereto,  and  the  action  of  the  Syndi- 
cate Managers  shall  in  such  event  be  in  accord  and  compliance 
with  the  decision  of  the  Trust  Company. 

Each  of  said  Syndicate  Managers  hereby  agrees  to  be  bound 
by  such  decision  of  the  Trust  Company  and  to  execute  any  and 
all  deeds,  transfers,  contracts,  or  assignments  as  may  by  the 
Trust  Company  be  deemed  necessary,  proper  or  convenient  to 


237  FORMS— UNDERWRITING    AGREEMENT.       Form    249 

carry  out  and  make  effective  the  decision  of  the  Trust  Com- 
pany. 

TWENTY-FIRST.  This  agreement  shall  continue  in  force 
and  operation  for  a  period  of  ....  ( . . )  years  from  and  after 
,  19..;  provided,  however,  that  if  the  Syndicate  Man- 
agers deem  it  to  be  for  the  best  interests  of  the  Syndicate  to 
extend  the  term  of  the  Syndicate  for  one  (1)  year  from  and 

after  the   expiration   of   said   period   of    ( . . )    years,   they 

may  do  so,  by  giving  notice  in  writing  of  such  intention  to  the 
Syndicate  Subscribers,  at  any  time  on  or  before  thirty  (30)  days 

prior  to  the  expiration  of  the  said  period  of   ( . . )   years ; 

and  the  Syndicate  Managers  may,  if  they  deem  best  to  do  so, 
terminate  this  Syndicate  at  any  time,  upon  written  notice  of 
such  intention  to  the  Syndicate  Subscribers. 

IN"  WITNESS  WHEREOF,  the  Syndicate  Managers,  parties 
hereto  of  the  first  part,  and  the  Syndicate  Subscribers,  parties 
hereto  of  the  second  part,  have  subscribed  an  original  or  coun- 
terpart hereof,  as  of  the  day  and  year  first  above  written. 

L.  M 

S.  T 

Syndicate  Managers. 

Syndicate  Subscribers. 

Amount  of 
Name  Address  Subscription 


No.  249. 
Underwriting  Agreement. 

We,  the  undersigned,  each  for  himself  severally  and  not 
jointly,  do  hereby  agree  to  and  with  each  other,  and  with  the 

Trust  Company  of  ,  for  itself  and  The 

A.  B.  Company,  to  subscribe  to,  receive  and  pay  for  the  amount 

of  (bonds  or  stock)  of  The  A.  B.  Company,  set 

opposite  our  respective  signatures  below,  at  the  price  of 

dollars  ($ )  for  each (bond  or  sltare  of  stock), 

percent  of  which  price  shall  be  payable  upon  allotment 

and  the  remainder  on  demand  of  The Trust  Company. 

We  further  agree  to  receive  and  pay  for  any  smaller  amount 
than  that  subscribed  for  which  may  be  allotted  to  us. 

The  conditions  of  this  underwriting  agreement  are  as  follows: 

(1).    This  agreement  shall  not  be  binding  upon  the  under- 


Form  249  OHIO  PRIVATE  CORPORATIONS.  233 

signed  unless  the  entire  amount  of   dollars   ($ ) 

of   (bonds  or  stock)   shall  have  been  underwritten. 

(2).  Within  such  reasonable  time  as  shall  be  fixed  by  The 
Trust  Company,  the  entire  amount  of dol- 
lars ($ )  of (bonds  or  stock),  less  any  amount 

taken  and  withdrawn  by  the  underwriters  as  hereinafter  set  forth, 
shall  be  offered  to  the  public,  through  such  brokers  or  bankers 

as  shall  be  designated  by  The    Trust  Company,  for 

subscription   at   not  less   than   the   price   of    dollars 

($ )    for  each    (bond  or  share  of  stock) . 

(3).     If  the  amount  of (bonds  or  stock)  subscribed 

and  paid  for,  upon  said  public  offering,   shall  be   equal  to,   or 

exceed,  the  amount  of (bonds  or  stock)  so  offered  to 

the  public,  then  all  liability  under  this  agreement  shall  cease. 

(4).  If  the  amount  of  (bonds  or  stock)  sub- 
scribed for,  upon  said  public  offering,  shall  be  less  than  the  total 

amount  of  (bonds  or  stock)  so  offered  to  the  public, 

or  if  the    (bonds  or  stock)   subscribed  for,  on  such 

public  offering,  shall  not  be  paid  for  in  full  at  the  minimum 
price  above  specified,  then  the  deficiency  in  subscriptions  and 
payments  shall  be  made  good  by  the  underwriters,  on  demand 
of  said  The Trust  Company,  pro  rata,  in  the  propor- 
tion which  the  subscriptions  of  each  underwriter,  less  any  amount 
taken  and  withdrawn  by  him,  shall  bear  to  the  total  amount  of 
(bonds  or  stock)  so  offered  to  the  public. 

(5).  Each  underwriter  shall  receive  preferred  and  common 
stock  of  The  A.  B.  Company,  in  an  amount,  at  par,  equal  to  .... 

percent  of  the  par  value  of  the (bonds  or  stock)  hereby 

underwritten  by  him,  in  each  class  of  stock,  and  all  the  proceeds, 

not  exceeding  five  (5)  percent,  realized  from  the  sale  of 

(bonds  or  stock)  at  public  issue  in  excess  of  ninety  (90)  percent, 
after  deducting  issue  expenses,  shall  belong  to  the  underwriters. 

(6).     Any  underwriter  shall  have  the  option  of  withdrawing, 

from  the  public  offering,  any  of  the (bonds  or  stock) 

hereby  underwritten  by  him,  provided  that  he  notify  The 

Trust  Company  five  days  prior  to  the  date  fixed  for  the  public 

issue,  that  he  elects  to  purchase  said  (bonds  or  stock) 

and  provided  that,  in  the  proportion  of   (bonds  or 

stock)  so  purchased,  he  shall  be  deemed  to  have  waived  his  right 
to  participate  in  the  cash  proceeds  realized  from  the  public  issue. 

(7).     No  underwriter  shall  sell  or  offer  for  sale  the 

(bonds  or  stock)  so  purchased,  nor  any  of  the  bonus  shares  re- 
ceived by  him,  until months  after  the  date  of  payment 

by  him  for  the  (bonds  or  stock)  so  purchased,  with- 
out the  consent  of  The  Trust  Company. 

,  Ohio,    19... 


239 


FORMS. 


Form  250 


Names. 

Addresses. 

Bonds  (or  stock) 
Underwritten. 

No.  250. 
Underwriting  Agreement.     Another  Form. 

This  agreement  made  at ,  Ohio,  this day 

of ,  19 . . ,  Witnesseth : 

Whereas,  A.  B.,  hereinafter  sometimes  called  "promoter," 
proposes  to  organize  a  corporation  under  the  laws  of  Ohio  to  he 

called  The  Company,  or  such  other  name  as  may 

hereafter  he  selected  hy  the  parties  in  interest,  hereinafter  some- 
times called  "the  corporation"  for  the  purpose  of  

(state  purpose  of  new  corporation). 

The  corporation  shall  have  a  capital  stock  of    

dollars  ($ )  consisting  of  dollars  ($ ) 

of  preferred  stock,  divided  into  ....  shares  of  the  par  value  of 
dollars  ($ )  each,  the  dividends  on  said  pre- 
ferred stock  to  be  ....  percent,  cumulative ;  and  

dollars   ($ )   of  common  stock,  divided  into   shares 

of  the  par  value  of   dollars   ($ )    each,  and 

Whereas,  the  promoter  has  acquired  options  and  contracts 
for  the  purchase  of  certain  properties,  desirable  for  the  busi- 
ness of  the  corporation,  at  certain  prices,  to  be  paid  for  in 
part  in  cash,  and  partly  in  stock  of  the  corporation,  and 

Whereas,  it  will  be  necessary  to  raise  at  least   

dollars  ($ )  in  cash  to  complete  said  purchases  and  pro- 
vide the  necessary  working  capital  for  the  corporation,  and 

Whereas,  it  is  advisable  to  form  a  syndicate  for  the  purpose 
of  furnishing  the  cash  so  required,  by  underwriting  a  subscription 
to  the  preferred  stock  of  the  corporation,  at  par,  such  syndi- 
cate to  be  composed  of  The  Trust  Company  of 

as  "syndicate  manager"  together  with  the  per- 
sons, other  than  the  promoter  and  The  Trust 


Form  250 


OHIO  PRIVATE  CORPORATIONS. 


240 


Company,    subscribing    hereto    severally,    hereinafter    sometimes 
called  '"'syndicate  subscribers,"  and 

Whereas,  the  syndicate,  for  underwriting  said  stock  and  fur- 
nishing said  cash,  is  to  receive,  as  a  commission  therefor  from 
the  promoter,  dollars  ($....)  par  value  of  the  com- 
mon stock  of  said  corporation,  full  paid  and  non-assessable,  which 

commission,   after  paying  the  fees  of  The    Trust 

Company,  is  to  be  divided  among  the  syndicate  subscribers,   in 
proportion   to   the   amount   of  their   subscriptions. 

Now,  therefore,  in  consideration  of  the  premises  and  of  the 
mutual  promises  and  agreements  herein  made,  each  syndicate 
subscriber,  for  himself,  severally  and  not  jointly,  does  hereby 
subscribe  for  the  amount  of  the  preferred  stock  of  said  corpora- 
tion set  opposite  his  signature  below,  and  does  hereby  agree  to 

pay  to  said  The   Trust  Company  therefor  the  full 

par  value  thereof,  in  cash,  on days'  notice  from  said  The 

Trust    Company.      On    such    payments    said    Trust 

Company  shall   issue   transferable   receipts   therefor,   which   shall 
be  exchangeable  for  certificates  of  said  preferred  stock. 

This  agreement  shall  not  be  binding  upon  any  of  the  par- 
ties hereto  unless  the  entire  amount  of  $ of  preferred 

stock  shall  have  been  underwritten  hereunder,  but  shall  imme- 
diately become   operative   when   said   amount   is   subscribed. 

The  Trust  Company  may  enforce  this  agree- 
ment by  suit  on  the  subscriptions,  or  by  forfeiting  payments 
made  thereon,  by  any  other  proper  remedies. 

The  cash  paid  in  by  the  subscribers  hereto  shall  be,  by  said 

The    Trust  Company,  paid  over  to  the  Treasurer 

of  the  corporation,  upon  his  election  and  qualification   as   such 
officer. 

,  Promoter. 

The   Trust  Company. 


Names 

Addresses 

Number  shares  of 
preferred  stock 

241  FORMS.  Form  251 

No.  251. 
Power  of  Attorney  to  Managing  Agent. 

Know  all  men  by  these  presents:    That  The  A.  B.  Company, 

a  corporation  duly  organized   under  the  laws  of    , 

and  having  its  principal  office  in  the  City  of ,  State  of 

,  does  hereby  make,  constitute  and  appoint  C.  D.,  of 

,  its  true  and  lawful  attorney,  for  it,  and  in  its  name, 

place  and  stead,  to  conduct  and  carry  on  its 

(specify  kind  of  business)    business  in  the  city 

of ,  state  of ;  to  open  a  bank  account  in  its  name 

at  some  bank  in  said  city;  to  endorse,  for  deposit  to  its  credit  in 
said  bank,  checks,  drafts,  notes  and  other  evidences  of  value, 
to  draw  and  sign  checks  in  its  name  against  said  deposits  for 
such  moneys  as  may  be  necessary  from  time  to  time  in  the 
transaction  of  said  business,  or  for  remittance  to  its  principal 

office  in  the  city  of   ;  to  hire  and  discharge  employes ;  to 

purchase  (for  cash)  goods,  wares,  merchandise,  supplies  and 
materials  connected  with  its  said  business;  to  sell  goods,  wares 
and  merchandise  connected  with  its  said  business  for  cash  or  on 
credit,  and  generally  to  do  all  things  necessary  or  proper  in  its 
interest  in  the  usual  course  of  its  business  in  said  city;  giving 
and  granting  unto  its  said  attorney  full  power  and  authority  to 
do  and  perform  all  and  every  act  and  thing  whatsoever,  requisite, 
necessary  and  proper  to  be  done  in  and  about  the  premises,  as 
fully,  to  all  intents  and  purposes,  as  it  might  or  could  do,  here- 
by ratifying  and  confirming  all  that  its  said  attorney  shall  law- 
fully do,  or  cause  to  be  done,  by  virtue  hereof. 

In  witness  whereof,  said  The  A.  B.  Company  has  caused  its 
corporate  name  to  be  subscribed  hereto  by  its  president,  and  its 

corporate  seal  to  be  affixed  attested  by  its  secretary,  this   

day  of ,  A.  D.  19... 

Signed,  sealed  and 
acknowledged  in  presence  of  The  A.  B.  Company, 

By ,  President. 

(Corporate  Seal) 

Attest ,  Secretary. 

STATE  OF  OHIO,  {  c 

County,  j  bfe. 

Before  me,  a  notary  public  in  and  for  said  county,  personally 

appeared ,  president  and  ,  secretary  of  The  A. 

B.  Company,  the  corporation  which  executed  the  foregoing 
instrument,  who  acknowledged  that  the  seal  affixed  to  said  in- 
strument is  the  corporate  seal  of  said  corporation;  that  they  did 
sign  and  seal  said  instrument  in  behalf  of  said  corporation  and 


Form  252  OHIO  PRIVATE  CORPORATIONS.  242 

by  authority  of  its  board  of  directors;  and  that  said  instrument 
is  the  free  act  and  deed  of  said  corporation. 

In  testimony  whereof  I  have  hereunto  subscribed  my   name 

and  affixed  my  seal  at    ,  this    day  of    , 

19.. 


BOND  ISSUES. 

No.  252. 

Resolution   of  Directors   Authorizing  Bond  Issue  and   Cor- 
porate Mortgage  or  Deed  of  Trust. 

(G.  C.  §8705.) 

Mr presented  and  read  the  following  reso- 
lution : 

''Whereas,  it  is  necessary  to  provide  for  the  procuring  of 

funds  for  the  purpose  of  (insert  purpose  of  bond 

issue,  as  "providing  for  the  redemption  of  its  outstanding  ob- 
ligations, the  acquisition  of  additional  property,  the  making  of 
additions,  extensions  and  betterments  to  the  plant  and  property 
now  owned  or  hereafter  acquired  by  it,  and  for  its  other  proper 
corporate  uses  and  purposes") 

Therefore  be  it  resolved,  that  the  president  and  secretary  of 
this  Company  be  and  are  hereby  authorized  to  execute  and  de- 
liver to  The  Trust  Company  of  ,  Ohio, 

ready  for  certification  by  it,  the  coupon  bonds  of  this  company  to 

an  aggregate  amount  not  exceeding  dollars  dated  the 

day  of  19..,  maturing  on  the  day  of 

,  19..,  bearing  interest  at  rates  not  exceeding  five  per 

centum  per  annum,  payable  semi-annually  on  the  first  day  of 
January  and  the  first  day  of  July  in  each  year  evidenced  by  cou- 
pons attached  to  said  bonds  executed  by  the  engraved  fac- 
simile of  the  signature  of  the  Treasurer  of  this  company,  all 
of  said  bonds  to  be  of  like  date,  tenor  and  effect,  and  are  to  be 
in  the  principal  sum  of  $1,000,  each,  and  to  be  subject  to 

redemption  on  ,  19..,  and  at  any  interest  date  thereafter 

at  105%  plus  accrued  interest,  said  bonds  to  be  issued  from 
time  to  time  as  may  be  determined  by  the  Board  of  Directors  and 
in  the  manner  set  forth  in  the  mortgage  or  deed  of  trust  herein- 
after mentioned;  and  be  it  further  resolved,  that  to  secure  said 
bonds  and  interest  the  President  and  Secretary  of  this  company  be 
and  they  are  hereby  authorized  and  directed  to  execute,  acknowl- 
edge and  deliver  to  said  The  Trust  Company  of 

,  Ohio,  a  mortgage,  or  deed  of  trust,  upon  all  of  the 

property,  plant,  rights,  franchises  and  privileges  of  this  com- 


243  FORMS.  Form  253 

pany,  now  owned  or  hereafter  acquired,  which  said  mortgage  is 
submitted  herewith,  and  a  copy  thereof  is  on  file  with  the  secre- 
tary of  this  company,  together  with  the  form  of  bonds  and  cou- 
pons to  be  executed,  all  the  provisions,  terms  and  conditions  of 
which  said  mortgage  or  deed  of  trust  and  bonds  and  coupons 
are  hereby  approved  and  authorized. 

And  be  it  further  resolved  that  a  meeting  of  the  stockholders 
of  this  company  be  and  is  hereby  called  and  ordered  to  meet 

at  the  office  of  the  company  on  the day  of ,  19. ., 

at o'clock  . .  M.,  for  the  purpose  of  considering  and  acting 

upon  said  proposed  issue  of  bonds,  secured  by  mortgage  or  deed 
of  trust  as  aforesaid,  and  the  transaction  of  any  and  all  business 
necessary  or  incident  thereto,  and  the  secretary  is  hereby  in- 
structed to  give  notice  thereof  to  the  stockholders  pursuant  to 
law  and  to  the  regulations  of  this  company." 

Mr moved    the    adoption    of    the    foregoing 

resolution. 

The  motion  was  duly  seconded  by  Mr There- 
upon the  president  put  said  resolution  and  the  following  was  the 
vote  of  the  directors  thereon. 

yea. 

yea. 

yea. 

yea. 

yea. 

No  director  voted  nay.  Thereupon  said  resolution  was  de- 
clared carried. 

No.  253. 

Resolution  of  Stockholders  Ratifying  Bond  Issue,  Etc. 

NOTE. — Action  by  stockholders  is  not  required  except  (a)  in  the 
case  of  certain  building  companies,  mortgages  by  which  companies  must 
be  consented  to  by  a  vote  of  the  holders  of  two-thirds  of  the  stock  (G.  C. 
§  10210)  and  (b)  except  where  convertible  bonds  are  to  be  issued,  in  which 
case  the  written  assent  of  three-fourths  of  the  stockholders  representing 
three- fourths  of  the  paid  up  stock  is  required.  (G.  C.  §  8709.) 

In  any  case,  however,  ratification  by  stockholders  will  estop  those 
voting. 

For  notices  and  minutes  of  meeting,  see  forms  for  special  meetings 
of  stockholders,  supra. 

"Whereas  at  a  meeting  of  the  Board  of  Directors  of  this  com- 
pany duly  called  and  held  on  the day  of ,  19 . . ,  the 

following  resolution  was  duly  adopted: 

(Copy  directors'  resolution  in  full.) 

Now  therefore  be  it  resolved  that  said  action  of  the  Board  of 
Directors  and  the  issue  of  said  bonds,  secured  by  mortgage  or 
deed  of  trust,  be  and  the  same  is  hereby  consented  to,  ratified, 
approved  and  confirmed  in  all  respects." 


Form  255  OHIO  PRIVATE  CORPORATIONS.  244 

No.  254. 

Written  Assent  of  Stockholders  to  Issue  of  Convertible 

Bonds. 

(G.  C.  §8709.) 

We,    the    undersigned    stockholders    of    The    

Company,  do  hereby  assent  in  writing  to  the  issue  of  convertible 
bonds  as  provided  by  the  resolution  of  the  board  of  directors  of 
this  company  adopted  the day  of ,  19. .. 


Names. 


Shares. 


NOTE. — Three-fourths   of  the   stockholders   and  three-fourths   of   the 
stock  must  be  represented  in  the  written  assent. 

No.  255. 
Deed  of  Trust,  or  Mortgage,  by  Corporation  to  Secure  Bonds. 

The  A.  B.  Electric  Light  Company 

to 
The  C.  D.  Trust  Company 

and 
E.  F.  Trustees. 

Indenture  dated  for  convenience  this   day  of   , 

A.  D.  19. .,  but  actually  made  and  entered  into  this  ....  day  of 
,A.  D.  19. .,  by  and  between  The  A.  B.  Electric  Light  Com- 
pany, a  corporation  duly  organized  and  existing  under  and  by  vir- 
tue of  the  laws  of  the  state  of  Ohio,  hereinafter  called  the  "Com- 
pany" party  of  the  first  part,  and  The  C.  D.  Trust  Company, 
a  corporation  duly  organized  and  existing  under  and  by  virtue  of 

the  laws  of  the  state  of  Ohio,  and  E.  F.,  of  the  city  of , 

as  Trustees,  the  said  The  C.  D.  Trust  Company,  Trustee,  being 
sometimes  hereinafter  referred  to  as  the  "Corporate  Trustee," 
and  the  said  E.  F.,  Trustee,  being  sometimes  hereinafter  re- 
ferred to  as  the  "Individual  Trustee,"  parties  of  the  second  part. 

Whereas,  under  the  laws  of  the  state  of  Ohio,  the  Company 


245  FORMS.  Form  255 

is  authorized  to  borrow  money  and  issue  its  negotiable  bonds 
therefor  and  secure  the  payment  thereof  by  mortgage  upon  its 
property,  rights,  franchises  and  privileges;  and  whereas  the  Com- 
pany, desiring  to  provide  for  the  redemption  of  its  outstanding 
obligations,  the  acquisition  of  additional  property,  the  making 
of  additions,  extensions  and  betterments  to  the  property  now 
owned  or  hereafter  to  be  acquired  by  it,  and  money  for  its  other 
proper  corporate  uses  and  purposes,  the  Board  of  Directors  of 
the  Company  at  their  meeting  duly  called  and  held  in  the  city  of 

,  Ohio,  on  the  day  of  ,  A.  D.  19 . . , 

duly  authorized  its  President,  or  Vice-President,  and  Secretary, 
or  Assistant  Secretary,  to  execute  and  deliver  to  the  Corporate 
Trustee,  ready  for  certification  by  it,  the  coupon  bonds  of  the 
Company  to  an  aggregate  amount  not  exceeding  Five  Million  dol- 
lars, dated  the  day  of  ,  19..,  maturing  on  the 

day  of ,  19 . . ,  bearing  interest  at  rates  not  exceed- 
ing five  per  centum  per  annum,  payable  semi-annually  on  the 
first  day  of  January  and  the  first  day  of  July  in  each  year, 
evidenced  by  coupons  attached  to  said  bonds,  executed  by  the 
engraved  fac-simile  of  the  signature  of  the  Treasurer  of  the 
Company,  all  of  which  bonds  are  of  like  date  and  except  as  to  the 
rate  of  interest  thereon,  of  like  tenor  and  effect  and  are  to  be  in 
the  principal  sum  of  $1,000  each  and  consecutively  numbered 

from  one  upwards,  and  shall  be  subject  to  redemption  on , 

19..,  and  on  any  interest  date  thereafter,  at  105  percent  plus 
accrued  interest,  said  bonds  to  be  issued  from  time  to  time  for  the 
purposes  and  in  the  manner  hereinafter  set  forth,  but  at  no  time 
to  exceed  in  the  aggregate  Five  Million  dollars  of  principal,  and 
for  the  purpose  of  securing  the  prompt  and  punctual  payment 
of  the  principal  and  interest  of  said  bonds  as  the  same  become 
due,  said  Board  of  Directors  at  their  said  meeting  so  called  and 
held  as  aforesaid,  duly  authorized  and  directed  the  President, 
or  Yice-President,  and  Secretary,  or  Assistant  Secretary,  of  the 
Company  to  execute,  acknowledge  and  deliver  to  the  Trustee  a 
mortgage  or  deed  of  trust  upon  all  of  the  property,  plant,  rights, 
franchises  and  privileges  of  the  Company,  whether  now  owned 
or  hereafter  acquired;  and  whereas  the  stockholders  of  the  Com- 
pany at  a  meeting  duly  called  and  held  on  the  day  of 

,  19 . . ,  by  resolution  duly  passed  by  the  vote  of  the  holder? 

of  a  majority  of  the  capital  stock  consented  to,  ratified,  ap- 
proved and  confirmed  the  aforesaid  action  of  the  Board  of  Di- 
rectors and  authorized  the  issue  of  said  bonds  and  the  securing 
of  the  same  by  mortgage  as  aforesaid,  and  whereas,  pursuant  to 
said  action  of  said  Directors  and  said  stockholders  so  had  and 
taken  as  aforesaid,  the  President,  or  Vice-President,  and  Sec- 
retary, or  Assistant  Secretary,  of  the  Company  have  executed 
and  delivered  to  the  C.  D.  Trust  Company,  the  Corporate  Trustee, 


Form  255  OHIO  PRIVATE  CORPORATIONS.  246 

•for  authentication,  as  hereinafter  provided,  one  million  five 
hundred  thousand  dollars,  of  principal  of  said  bonds,  which  said 
one  million  five  hundred  thousand  dollars  of  bonds  bear  interest 
at  the  rate  of  five  per  centum  per  annum,  payable  semi-annually 
as  aforesaid,  and  said  officers  will  from  time  to  time  hereafter, 
in  accordance  with  the  provisions  hereinafter  set  forth,  execute 
and  deliver  to  the  Corporate  Trustee,  ready  for  authentication, 
as  hereinafter  provided,  bonds  of  the  issue  hereinafter  described, 
bearing  a  rate  or  rates  of  interest  not  exceeding  five  per  centum 
per  annum,  payable  semi-annually  as  aforesaid,  and  including 
said  $1,500,000  of  bonds  aggregating  an  amount  not  exceed- 
ing five  million  dollars  ($5,000,000)  each  of  which  said  bonds 
shall  be  in  substantially  the  words  and  figures  following,  subject 
only  to  the  necessary  variations  in  the  distinguishing  numbers 
and  rates  of  interest  thereon,  to  wit: 

No $1,000. 

United  States  of  America, 

State  of  Ohio. 
The  A.  B.  Electric  Light  Company, 

First  Mortgage  Gold  Bond. 

Know  all  men  by  these  presents,  that  the  A.  B.  Electric  Light 
Company,  a  corporation  „  duly  organized  and  existing  under  the 
laws  of  the  state  of  Ohio,  for  value  received,  promises  to  pay  to 
bearer,  or,  if  registered,  to  the  registered  holder  hereof,  the  sum 
of  one  thousand  dollars,  in  gold  coin  of  the  United  States  of 
America  of  the  standard  of  weight  and  fineness  existing  on  the 

day  of    ,   19..,   at  the   office   of   The   C.  D. 

Trust  Company,  in  the  city  of ,  Ohio,  on  the 

day  of    ,   19..,  with  interest  thereon  at  the  rate  of 

percentum   per   annum,   payable   semiannually   on   the 

first  day  of  January  and  the  first  day  of  July  in  each  year  until 
said  principal  sum  is  paid,  in  like  gold  coin  at  the  office  of  said 
Trust  Company  or  at  its  fiscal  agency  in  the  city  of  New  York, 
New  York,  upon  the  presentation  and  surrender  of  the  coupons 
evidencing  the  same,  hereto  attached,  as  they  respectively  become 
due  and  payable  as  provided  therein.  In  case  of  default  in  the 
payment  of  any  of  said  coupons  attached  to  this  bond,  in  the 
manner  provided  in  the  trust  deed  or  mortgage  hereinafter  men- 
tioned, or  in  the  performance  of  certain  covenants  and  agree- 
ments as  contained  in  said  trust  deed  or  mortgage,  then  the 
principal  sum  of  this  bond  shall  become  due  in  the  manner  and 
with  the  effect  provided  in  said  trust  deed  or  mortgage.  This 
bond  is  one  of  an  authorized  issue  of  bonds,  the  amount  whereof 
is  limited  so  that  there  shall  never  be  at  any  one  time  outstanding 
bonds  of  said  issue  for  an  aggregate  principal  sum  exceeding  five 
million  dollars,  all  of  which  bonds  are  of  like  date,  and  except 


247  FORMS— CORPORATE    MORTGAGE.         Form    255 

as  to  the  rate  of  interest  thereon,  of  like  tenor  and  effect,  may 
bear  interest  at  rates  not  exceeding  five  percentum  per  annum, 
and  are  numbered  from  one  upwards.  All  of  said  bonds  are 
issued  or  are  to  be  issued  under  and  are  equally  and  ratably  se- 
cured, without  priority  or  preference  by  reason  of  priority  of 
date  of  issue,  or  otherwise,  by  a  trust  deed  or  mortgage,  dated 

the day  of ,  19 . . ,  duly  executed,  acknowledged 

and  delivered  by  the  Company,  and  recorded  in  the  office  of  the 

Recorder  of   County,  Ohio,  conveying  to  said  Trust 

Company  and  E.  F.,  of  the  city  of ,  in  trust,  all  of  the 

corporate  property,  real  and  personal,  rights,  franchises  and 
privileges,  as  described  in  said  mortgage,  now  owned  by  the  Com- 
pany or  hereafter  acquired  by  it.  This  bond  is  subject  to  all  and 
every  the  provisions,  conditions  and  agreements  and  entitled  to  all 
and  every  the  benefits  and  privileges  in  said  trust  deed  or  mort- 
gage recited  and  set  forth.  The  Company  reserves  to  itself  and 

its  successors  the  right  to  pay  and  retire  this  bond  on  the 

day  of  ,19 . . ,  and  on  any  interest  date  thereafter  at 

105%  and  accrued  interest,  upon  giving  eight  weeks'  notice  by 
publication  of  its  desire  to  so  pay  and  retire  this  bond,  as  pro- 
vided in  said  trust  deed  or  mortgage,  and  notice  of  such  desire 
to  so  pay  and  retire  this  bond  having  been  given  in  the  manner 
provided  in  said  trust  deed  or  mortgage,  this  bond  shall  cease 
to  draw  interest  from  the  date  of  retirement  fixed  in  said  no- 
tice, unless  upon  such  date,  this  bond  being  presented  for  pay- 
ment, default  in  payment  be  made.  This  bond,  unless  registered, 
shall  pass  by  delivery,  but  may  be  registered,  and  such  registration 
certified  hereon  upon  presentation  to  said  Trust  Company,  at  its 

office  in  the  city  of   ,  as  provided  in  said  mortgage. 

After  registration  certified  hereon,  no  transfer  hereof,  unless 
made  on  the  books  of  the  Trust  Company  at  said  office  in  said 
city,  shall  be  valid,  unless  the  last  registration  shall  have  been 
to  bearer,  and  this  bond  shall  be  subject  to  successive  registration 
and  transfers  to  bearer  at  the  option  of  each  holder.  After  such 
registration  only  such  registered  holder,  or  the  legal  representa- 
tives of  such  holder,  shall  be  entitled  to  receive  the  principal 
hereof,  but  the  registry  of  this  bond  shall  not  restrain  the  nego- 
tiability of  the  coupons  by  delivery  merely,  but  the  coupons  may 
be  surrendered  and  the  interest  made  payable  only  to  the  regis- 
tered owner  hereof.  No  recourse  shall  be  had  for  the  payment 
of  the  principal  and  interest  of  this  bond  against  any  incorporator, 
stockholder,  officer  or  director  of  the  Company,  past,  present  or 
future,  either  directly  or  through  the  Company,  by  virtue  of  any 
statute  or  constitution,  or  by  the  enforcement  of  any  assessment 
of  any  penalty  or  otherwise  howsoever,  any  and  all  liability  of 
such  incorporators,  stockholders,  directors  and  officers  of  the 
Company  being  hereby  released.  This  bond  shall  not  'become 


Form  255  OHIO  PRIVATE  CORPORATIONS. 

obligatory  until  it  shall  have  been  authenticated  by  the  execution 
by  either  one  of  the  said  trustees  of  the  certificate  endorsed  hereon. 
In  witness  whereof,  said  The  A.  B.  Electric  Light  Company 
has  caused  these  presents  to  be  signed  by  its  president  and  secre- 
tary, and  its  corporate  seal  to  be  hereto  affixed  and  the  coupons 
hereto  annexed  to  be  executed  by  the  fac-simile  of  the  signature 

of  its  treasurer,  as  of  the   day  of  ,  19 ... 

The  A.  B.  Electric  Light  Company, 

By  ,  President. 

Attest  ,  Secretary. 

Coupon.  $ 

The  A.  B.  Electric  Light  Company  will  pay  to  bearer  at  the 

office  of  The  C.  D.  Trust  Company,  in  the  city  of , 

Ohio,  or  at  its  fiscal  agency  in  the  city  of  New  York,  on  the 

day  of  ,  19 . . ,   dollars,  in  United 

States  gold  coin,  being  six  months'  interest  then  due  on  its  First 

Mortgage   Gold   Bond   No 

,  Treasurer. 

TRUSTEE'S  CERTIFCATE. 

It  is  hereby  certified  that  the  within  bond  is  one  of  the  series 
and  issue  described  in  the  trust  deed  or  mortgage  therein  men- 
tioned. 

The  C.  D.  Trust  Company,  Trustee. 
By ,  President. 

Now,  therefore,  this  indenture,  witnesseth:  The  A.  B.  Elec- 
tric Light  Company,  for  and  in  consideration  of  the  premises 
and  of  the  sum  of  one  dollar,  lawful  money  of  the  United  States 
of  America,  to  it  in  hand  paid  by  said  The  C.  D.  Trust  Com- 
pany, and  E.  P.,  Trustees,  at  or  before  the  ensealing  and  de- 
livery of  these  presents,  the  receipt  whereof  is  hereby  acknowl- 
edged, and  in  pursuance  of  the  direction  and  authority  of  its 
directors  and  stockholders,  given  as  above  recited,  and  in  order  to 
secure  equally  and  ratably  the  prompt  and  punctual  payment 
of  the  principal  and  interest  of  all  its  bonds  aforesaid  at  any 
time  outstanding,  and  the  fulfillment  of  the  promises,  covenants 
and  agreements  herein  and  in  said  bond  so  contained,  hath 
granted,  bargained,  sold,  aliened,  conveyed,  assigned,  transferred, 
set  over,  released  and  confirmed,  and  by  these  presents  doth  grant, 
bargain,  sell,  alien,  convey,  assign,  transfer,  set  over,  release  and 
confirm  unto  said  The  C.  D.  Trust  Company  and  E.  F.,  Trustees, 
and  to  their  successors  in  the  trust  hereby  created,  and  assigns 
forever,  the  following  described  property,  rights,  franchises  and 
privileges,  to  wit: 


249  FORMS — CORPORATE   MORTGAGE.         Form    255 

I. 

(Description  of  Real  Estate.) 

II. 
(Description  of  Personal  Property.) 

General  Description. — Also  all  other  property,  real,  personal 
and  mixed,  of  the  Company,  wheresoever  situate,  now  owned  by 
the  Company,  and  all  which  it  may  hereafter  acquire,  excepting 
money,  bills  and  accounts  receivable,  stock  supplies  and  securities, 
all  of  which  are  expressly  reserved  by  the  Company,  and  excepted 
from  the  lien  of  this  mortgage.  Provided,  however,  and  it  is 
expressly  agreed,  that  upon  the  entry  and  possession  by  the  trus- 
tees or  by  a  receiver  all  money,  bills  and  accounts  receivable,  stock 
supplies  and  securities  shall  thereupon  become  and  be  subject  to 
the  lien  of  this  mortgage,  and  shall  on  demand  be  delivered 
to  the  trustees  or  to  such  receiver.  And  also  all  corporate  prop- 
erty, rights,  franchises  and  privileges  of  the  Company  now  owned 
or  controlled,  or  that  may  be  hereafter  owned  or  acquired  by  it. 
And  also  all  present  and  after  acquired  rights  of  way,  licenses, 
easements,  leases,  leasehold  interests,  buildings,  erections,  super- 
structures, machine  shops,  tools,  implements  and  machinery  and 
all  contracts.  And  also  all  property,  real,  personal  or  mixed, 
chattels,  fixtures,  rights,  franchises  and  privileges  of  whatsoever 
nature  or  description,  hereafter  acquired  by  the  Company.  And 
also  all  and  singular  the  tenements,  hereditaments  and  appur- 
tenances now  or  hereafter  belonging,  or  in  any  wise  appertaining 
unto  the  aforesaid  property,  rights,  franchises  and  privileges  and 
the  reversions,  remainders,  rents,  issues  and  profits,  income,  rev- 
enues and  proceeds  thereof. 

And  also  all  the  present  and  hereafter  acquired  estate,  right, 
title,  interest,  property,  possession,  claim  and  demand,  whatso- 
ever, as  well  in  law  as  in  equity  of  the  Company,  of,  in  and  to 
the  above  described  premises,  property,  rights,  franchises  and 
privileges,  and  every  part  thereof,  with  the  appurtenances.  All 
of  the  foregoing  property,  rights,  franchises  and  privileges  men- 
tioned and  described  under  headings  I  and  II  constitutes  and  is 
hereafter  referred  to  as  the  "trust  estate." 

To  have  and  to  hold  the  above  described  premises,  property, 
rights,  franchises  and  privileges  with  the  appurtenances  there- 
unto belonging  or  in  any  wise  appertaining,  unto  the  said  trustees, 
their  successors  and  assigns,  for  its,  his  and  their  own  use,  but 
in  trust,  nevertheless,  for  the  equal  pro  rata  benefit  and  security 
of  any  and  all  persons  and  parties  and  their  respective  successors, 
executors,  administrators  or  assigns,  who  may  at  any  time  hold 


Form  255  OHIO  PRIVATE  CORPORATIONS.  250 

any  of  the  bonds  or  coupons  to  be  issued  hereunder,  without  any 
discrimination,  preference  or  priority  in  favor  of  any  one  bond 
over  any  other  by  reason  of  priority  in  time  of  issue  thereof,  or 
otherwise,  and  with  the  powers  and  upon  the  terms,  conditions 
and  covenants  hereinafter  expressed  and  declared  of  and  concern- 
ing the  same,  that  is  to  say: 

ARTICLE  I.     AUTHENTICATION  AND  ISSUE  OF  BONDS. 

Section  1.  The  amount  of  bonds  hereby  secured  which  may 
be  executed  by  the  Company  and  which  may  be  authenticated  by 
the  corporate  trustee,  is  limited,  so  that  never  at  one  time  shall 
there  be  outstanding  bonds  of  the  issue  hereby  secured  for  an 
aggregate  principal  sum  exceeding  five  million  dollars,  but  no 
bonds  shall  be  authenticated  and  delivered  hereunder  at  any  time 
in  excess  of  the  issued  or  authorized  capital  stock  of  the  Company, 
so  long  as  the  laws  of  the  state  of  Ohio  impose  such  limitation. 

Section  2.  All  bonds  issued  hereunder  shall  be  signed  by  the 
president  or  one  of  the  vice-presidents  and  secretary  or  an  as- 
sistant secretary  of  the  Company  and  the  corporate  seal  of  the 
company  shall  be  affixed  thereto.  In  case  the  officers  who  shall 
sign  and  seal  any  of  such  bonds  as  aforesaid  shall  cease  to  be 
such  officers  of  the  Company  before  said  bonds  so  signed  and 
sealed  shall  have  been  actually  authenticated  and  delivered  by 
the  corporate  trustee,  as  hereinafter  provided,  such  bonds  may 
nevertheless  be  issued,  authenticated  and  delivered  as  though  the 
persons  who  signed  and  sealed  such  bonds  had  not  ceased  to  be 
officers  of  the  Company.  The  coupons  attached  to  said  bonds 
shall  be  authenticated  by  the  engraved  signature  of  the  present 
treasurer  or  any  future  treasurer  of  the  Company,  it  being  in- 
tended that  the  Company  may  adopt  and  use  for  that  purpose 
the  engraved  signature  of  any  such  treasurer,  notwithstanding 
that  he  may  have  ceased  to  be  the  treasurer  of  the  Company  at 
the  time  that  such  bonds  shall  be  actually  authenticated  and  de- 
livered. 

Section  3.  Said  bonds  when  executed  by  the  Company  shall 
be  delivered  to  the  corporate  trustee  to  be  authenticated  by  it 
and  the  corporate  trustee  shall  authenticate  and  deliver  the  same 
only  as  provided  in  this  article.  Only  such  bonds  as  shall  bear 
thereon  a  certificate  substantially  in  the  form  hereinbefore  re- 
cited, duly  executed  by  the  corporate  trustee,  shall  be  secured  by 
this  indenture  or  be  entitled  to  any  lien  or  benefit  hereunder,  and 
every  such  certificate  of  the  corporate  trustee  upon  any  bond 
executed  by  the  Company  shall  be  conclusive  and  only  evidence 
that  the  bond  so  authenticated  was  duly  issued  hereunder  and  is 
entitled  to  the  benefit  of  the  trust  hereby  created.  Before  au- 
thenticating and  delivering  any  bonds  hereby  secured  the  corporate 


251  FORMS— CORPORATE    MORTGAGE.         Form    255 

trustee  shall  detach  and  shall  cancel  all  coupons  thereon  then 
matured. 

Section  4.  No  bonds  shall  be  authenticated  and  delivered  by 
the  corporate  trustee  hereunder  until  this  instrument  shall  have 

been  filed  for  record  in  the  office  of  the  recorder  of  

County,  Ohio. 

Section  5.  Upon  compliance  with  the  provisions  of  section  4, 
the  corporate  trustee  shall  be,  and  is  hereby  authorized  and 
directed  to  authenticate  and  deliver,  upon  the  order  of  the  board 
of  directors  of  the  Company,  and  to  such  person  or  persons  as 
the  said  hoard  may  direct  from  time  to  time  any  of  the  bonds 
authorized  hereunder.  Each  and  every  of  such  orders  shall  be 
evidenced  by  a  duly  attested  copy  of  the  resolutions  of  the 
board  of  directors  made  in  that  behalf,  and  such  resolutions  shall 
recite  the  disposition  to  be  made  of  the  bonds  so  ordered  to  be 
delivered,  which  shall  be  for  some  or  all  of  the  purposes  here- 
inafter set  forth.  Such  authentications  and  deliveries  shall  be 
made  as  follows: 

(a)  $500,000  principal  of  said  bonds  forthwith  upon  compli- 
ance with  said  section  4  and  $500,000  principal  of  said  bonds 
from  time  to  time  thereafter  as  the  board  of  directors  may  by 
resolution  request. 

(b)  $1,000,000,  principal  of  said  bonds  for  the  purpose  of 
paying  or  redeeming  the  certain  bonds  of  the  Company  issued 
under  its  first  mortgage  to  The  X.  Y.  Trust  Company  of  . . . . , 
Ohio,  as  trustee,  dated  January  1,  1895,  under  which  there  are 
now  outstanding  $1,000,000   of  bonds  under  a  total   authorized 
issue  of  $1,500,000,  and  which  bonds  are  subject  to  redemption 
on  the   day  of   ,  19 . . ,  or  at  any  time  there- 
after, upon  payment  of  the  principal  thereof  and  a  premium  of 
5%  thereon.     And  whenever  and  as  often  as  the  Company  shall 
deliver  to  the  corporate  trustee  any  one  or  more  of  said  bonds  of 
January   1,    1895,    with   all   coupons   thereto   belonging   then   in 
the  future  to  become  due,  the  corporate  trustee  shall  authenticate 
and  deliver  an  amount  of  bonds  of  the  issue  in  this  instrument 
described  equal  in  principal  to  105%   of  the  principal  of  such 
bonds  of  January  1,  1895,  so  surrendered  to  the  corporate  trus- 
tee, or  the  corporate  trustee  shall,  on  the  request  of  the  Company 
authenticate   and   deliver   in  lots   of  $5,000   of  principal,   or   in 
some  multiple  thereof,  upon  the  receipt  of  par  and  interest  ac- 
crued since  the  last  interest  paying  date,  to  the  Company  or  its 
nominee,  any  of  the  bonds  mentioned  in  this  subdivision.     The 
corporate  trustee   shall  hold  the  money  so  received   by  it,  and 
allow  interest  thereon  at  the  same  rate  and  upon  the  same  terms 
as  it  allows  on  like  deposits  in  its  trust  department  and  shall  use 
said  money  in   or  toward  the  retirement  of  the  first  mortgage 
bonds  in  this  subdivision  mentioned  at  the  maturity  thereof  or 


Form  255  OHIO  PRIVATE  CORPORATIONS.  252 

when  said  bonds  are  presented  to  it  therefor.  In  the  event  said 
fund  is  insufficient  to  pay  in  full  said  first  mortgage  bonds  so 
maturing  or  presented,  the  Company  agrees,  upon  demand  of  the 
corporate  trustee,  to  pay  to  it  sufficient  money  to  complete  the 
retirement  of  said  first  mortgage  bonds.  In  the  event  of  any 
surplus  remaining  after  the  payment  of  said  first  mortgage 
bonds  the  corporate  trustee  shall  pay  over  such  surplus  to  the 
company. 

(c)  The  remainder  of  said  bonds  for  the  purpose  of  paying 
for,  or  providing  in  advance  the  means  to  pay  for,  or  reimburs- 
ing the  Company  for  moneys  expended  for,  additional  property 
(not  including  capital  stock  or  securities  of  any  corporation)  the 
making  of  extensions,  additions,  improvements  or  betterments  to 
the  property  now  owned  or  hereafter  acquired  by  the  Company, 
but  the  Company  covenants  and  agrees  that  no  bond  shall  be 
certified  for  any  of  the  purposes  mentioned  in  this  subdivision 
(c)  of  section  5  except  upon  the  following  terms  and  conditions 
and  the  facts  required  to  be  shown  by  the  resolutions,  certificates 
and  statements  hereinafter  set  forth  shall  exist  at  the  time  of 
the  passage  or  making  thereof:  The  board  of  directors  of  the 
Company  shall  adopt  a  resolution  requesting  the  corporate  trus- 
tee to  authenticate  the  bonds  which  the  Company  desires  to  be 
issued,  stating,  1.  The  officer  of  the  Company,  or  the  person,  or 
persons,  to  whom  the  same  are  to  be  delivered.  2.  The  purpose 
or  purposes  for  which  the  bonds  or  their  proceeds  are  to  be  used, 
which  shall  be  one  or  more  of  the  purposes  named  in  this  sub- 
division (c).  3.  That  no  bonds  have  been  issued  in  respect  to 
such  particular  property,  extensions,  additions,  improvements  or 
betterments.  4.  The  estimated  (or,  if  such  property,  extensions, 
additions,  improvements  or  betterments  have  been  theretofore  ac- 
quired or  made,  the  actual)  cost  thereof  to  the  Company  in  money. 
5.  The  gross  income  of  the  property  of  the  Company  for  one  year 
of  three  hundred  and  sixty-five  days  out  of  the  thirteen  calendar 
months  immediately  preceding  the  date  of  the  adoption  of  such 
resolution.  6.  The  expense  of  manufacture  and  distribution,  in- 
cluding such  expense  for  repairs,  maintenance  and  replacements 
as  are  incurred  or  made  in  the  ordinary  course  of  business,  and 
the  general  expenses  of  management  incurred  or  made  in  the 
ordinary  course  of  business,  together  with  all  taxes  and  assess- 
ments of  the  Company  or  upon  the  property  thereof,  and  all 
premiums  for  insurance  for  such  period,  not  including  in  the 
foregoing  any  item  for  amortization  or  property  or  capital.  7. 
The  net  income  after  deducting  from  such  gross  income  such 
expenses,  taxes,  assessments  and  insurance  premiums.  8.  The 
principal  amount  of  the  issue  of  bonds  hereby  secured  at  the 
time  outstanding.  9.  The  principal  amount  of  any  bonds  or 
secured  debt  which  this  Company  has  assumed  or  become  obligated 


253  FORMS— CORPORATE   MORTGAGE.         Form    255 

to  pay  and  which  are  secured  by  lien  upon  property  acquired 
subsequent  to  the  date  of  this  indenture,  prior  to  the  lien  hereof; 
and  the  rate  of  interest  upon  such  bonds  or  debt;  provided,  how- 
ever, that  in  the  event  any  property  to  be  acquired  by  the  Com- 
pany and  in  respect  to  which  bonds  are  requested  to  be  authen- 
ticated and  delivered,  or  any  property  hereafter  acquired  by  the 
Company  shall  have  had  an  earning  capacity  for  such  period,  such 
property,  and  its  income  and  expenses  as  above  defined,  shall  be 
treated  for  such  period  as  if  the  same  had  been  owned  by  the 
Company  for  the  purpose  of  determining  the  net  earnings  of  the 
Company  as  the  basis  for  the  authentication  and  delivery  of 
bonds  as  herein  provided.  Said  resolution  shall  be  certified  by 
the  secretary  of  the  Company  and  delivered  to  the  corporate  trus- 
tee. There  shall  also  be  delivered  to  the  corporate  trustee  a 
certificate  by  the  president  or  chief  engineer  of  the  Company, 
showing  the  truth  of  the  facts  set  forth  in  said  directors'  resolu- 
tion. There  shall  also  be  delivered  to  the  corporate  trustee  a 
certificate  of  counsel,  believed  by  said  trustee  to  be  competent, 
that  the  good  and  unincumbered  title  to  any  real  property  for 
the  acquisition  of  which  bonds  are  to  be  issued  has  been  vested 
in  the  Company  and  subjected  to  the  terms  and  conditions  of  this 
mortgage.  And  the  foregoing  having  been  done,  if  it  shall  appear 
that  the  net  income  ascertained  in  the  manner  aforesaid  shall 
equal  or  exceed  twice  the  interest  charge  for  one  year  upon  the 
bonds  of  the  Company  at  the  time  outstanding  and  on  the  bonds 
requested-  to  be  authenticated  pursuant  to  the  foregoing  provi- 
sions, and  on  the  bonds  and  debt  which  the  Company  has  as- 
sumed or  become  obligated  to  pay  and  which  are  secured  by  lien 
upon  property  acquired  subsequent  to  the  date  of  this  indenture 
prior  to  the  lien  hereof,  then  the  corporate  trustee  shall  authen- 
ticate and  deliver  to  the  person  or  party  named  in  said  resolution 
of  said  board  of  directors,  bonds  of  the  issue  herein  described  of 
an  amount  of  principal  equal  to  80%  of  such  cost  of  such  addi- 
tional property,  additions,  extensions,  improvements  or  better- 
ments. Provided,  however,  if  any  such  bonds  are  issued  upon  the 
basis  of  estimated  cost  of  such  property,  extensions,  additions, 
betterments  or  improvements,  prior  to  the  acquisition  or  making 
thereof,  then,  in  making  delivery  of  such  bonds  the  corporate 
trustee  shall  only  deliver  such  bonds  from  time  to  time,  at  the  rate 
aforesaid,  as  such  property,  extensions,  additions,  betterments  or 
improvements  are  paid  for,  as  shown  by  certificate  of  the  presi- 
dent or  chief  engineer  or  other  officer  of  the  Company  believed 
by  the  corporate  trustee  to  have  knowledge  of  the  facts,  and  in 
the  event  the  actual  cost  shall  be  less  than  such  estimated  cost, 
any  balance  of  said  bonds  in  the  hands  of  the  corporate  trustee 
undelivered  shall  be  held  by  it  subject  to  future  delivery  here- 
under  the  same  as  the  remainder  of  the  unauthenticated  bonds 


Form  255  OHIO  PRIVATE  CORPORATIONS.  254 

authorized  to  be  issued  hereunder :  All  or  any  part  of  such  es- 
timated amount  of  bonds  may  be  sold  by  the  Company  at  a 
price  for  any  one  bond  or  lot  of  bonds  which  will  result  in  the 
loan  thereon  costing  the  company  a  rate  of  interest  not  exceeding 
six  percentum  per  annum  for  the  remainder  of  the  term  of  such 
bond  or  bonds,  and  the  proceeds  from  such  sale  shall  be  deposited 
with  the  corporate  trustee.  The  corporate  trustee  shall  pay  over 
said  proceeds  to  or  upon  the  order  of  the  Company  upon  receipt 
of  a  statement  sworn  to  by  an  officer  of  the  Company  showing 
expenditures  made  or  indebtedness  incurred  and  then  due  on 
account  of  property,  extensions,  additions,  betterments  or  im- 
provements for  the  purchase  or  making  of  which  said  bonds 
were  issued  and  said  money  deposited,  to  an  amount  not  exceed- 
ing 80%  of  the  amount  of  such  indebtedness  or  expenditures. 
Or,  at  the  election  of  the  Company  it  may  make  and  deliver 
drafts  upon  the  corporate  trustee  each  of  which  drafts  shall  be 
given  for  the  purpose  and  shall  show  upon  the  face  that  the 
same  is  given  for  the  purpose  of  paying  not  exceeding  80%  of 
the  indebtedness  incurred  or  created  on  account  of  such  prop- 
erty, extensions,  additions,  betterments  or  improvements,  or  some 
portion  thereof.  The  Company  reserves  the  right  to  deposit  the 
proceeds  of  the  sale  of  any  of  said  bonds  in  some  bank  or  banks 

of  good  standing  in  the  city  of   ,  Ohio,  or  in  the 

city  of  New  York,  1ST.  Y.,  in  the  name  of  the  corporate  trustee, 
in  which  event  said  proceeds  shall  be  payable  for  the  purposes 
hereinbefore  set  forth  only  upon  the  order  of  the  corporate  trus- 
tee, and  the  corporate  trustee  shall  make  such  payments  from 
time  to  time  upon  delivery  to  it  of  sworn  statements  as  herein- 
above  mentioned.  If  the  estimated  cost  of  such  property,  exten- 
sions, additions,  betterments  or  improvements  shall  exceed  the 
actual  cost  thereof  in  money  and  a  balance  of  the  proceeds  of 
the  sale  of  bonds  shall  remain  on  deposit  with  said  corporate 
trustee  or  said  bank,  or  banks,  the  same  shall  be  thereafter  paid 
out  only  in  the  manner  and  at  the  rate  hereinbefore  provided, 
for  some  one  or  more  of  the  purposes  for  which  bonds  may 
be  issued  as  in  this  article  provided,  or  at  the  request  of  the 
company,  may  be  used  in  or  towards  the  retirement  and  cancella- 
tion of  the  bonds  issued  under  this  indenture.  The  corporate 
trustee  shall  be  under  no  obligation  to  see  to  the  application  of 
said  bonds  or  their  proceeds  to  the  purpose  or  purposes  for  which 
they  are  authenticated  and  delivered  and  shall  be  entitled  to 
rely  upon  any  resolution  of  said  board  of  directors,  statements 
and  certificates  of  said  officers  and  counsel  and  vouchers  of  the 
Company  with  reference  to  the  authentication  and  delivery  of 
bonds,  payment  of  money,  title  of  property  and  lien  of  this  in- 
strument and  shall  be  absolutely  protected  in  so  doing;  provided, 
however,  that  the  corporate  trustee  may,  at  the  expense  of  the 


255  FORMS — CORPORATE   MORTGAGE.         Form    255 

Company,  require  additional  evidence  of  the  facts  set  forth  in 
such  resolution,  certificates,  vouchers  or  statements,  but  is  not 
obligated  so  to  do;  and  that  the  trustees,  or  either  of  them,  if 
they  deem  best  so  to  do,  may,  at  the  expense  of  the  Company, 
require  an  examination,  by  a  competent  person  satisfactory  to  the 
trustees,  of  the  books  and  accounts  of  the  Company  and  of  any 
such  additional  property,  additions,  extensions,  betterments  or 
improvements,  and  shall  be  absolutely  protected  in  relying  upon 
any  report  which  such  person  shall  make  to  them. 

Section  6.  In  case  any  bond  issued  hereunder,  with  the  cou- 
pons thereto  appertaining,  shall  become  mutilated,  or  be  lost  or 
destroyed,  the  Company,  in  its  discretion,  may  execute,  and 
thereupon  the  corporate  trustee  shall  authenticate  and  deliver  a 
new  bond  of  like  tenor  and  date,  including  the  unmatured  cou- 
pons thereon,  bearing  the  same  serial  number,  in  exchange  and 
substitution  for,  and  upon  cancellation  of  the  mutilated  bond 
and  its  coupons,  or  in  lieu  of  or  substitution  for  said  bond  or  its 
coupons,  upon  receipt  of  satisfactory  evidence  of  the  destruction 
or  loss  of  such  bond  and  its  coupons  and  upon  receipt  also  of 
satisfactory  indemnity. 

Section  7.  In  the  event  of  the  resignation,  removal,  disso- 
lution or  unfitness  to  act  of  the  corporation  trustee,  or  any  cor- 
poration successor  to  it,  all  of  the  powers  and  authority  vested 
by  this  article  in  the  corporate  trustee  may  be  exercised  by  the 
individual  trustee  hereinbefore  named,  or  his  successor. 

ARTICLE  II.     COVENANTS  BY  THE  COMPANY. 

The  Company  hereby  covenants  as  follows: 

Section  1.  That  it  has  a  good  and  indefeasible  estate  in  fee 
simple  or  in  possession  absolute,  according  to  the  nature  of  the 
property  conveyed,  in  and  to  all  of  the  property  and  rights  here- 
inbefore described  as  being  now  owned  by  it;  that  the  franchises 
hereinbefore  described  as  now  owned  by  it  are  valid  and  subsist- 
ing franchises,  and  that  it  has  good  right  and  lawful  authority 
to  convey,  assign  and  transfer  said  premises,  rights  and  fran- 
chises as  provided  in  and  by  this  indenture. 

Section  2.  That  it  will  punctually  pay  the  principal  and  in- 
terest of  every  bond  issued  hereunder  and  secured  hereby,  in  gold 
coin  of  the  United  States  of  America  of  the  present  weight  and 
fineness,  or  its  equivalent,  at  the  date  and  place  and  in  the 
manner  specified  in  said  bonds,  and  in  the  coupons  thereto  be- 
longing, according  to  the  true  intent  and  meaning  thereof,  with- 
out deduction  from  either  principal  or  interest  for  any  tax  or 
taxes  imposed  by  the  United  States  of  America  or  by  any  state, 
territory,  county,  city  or  other  municipality  or  governmental  sub- 
division, and  which  the  Company  may  be  required  to  pay 


Form  255  OHIO  PRIVATE  CORPORATIONS.  256 

thereon  and  deduct  or  retain  therefrom  under  or  by  reason  of 
any  present  or  future  law,  the  Company  hereby  agreeing  to  pay 
all  such  taxes.  That  after  coupons  evidencing  interest  are  paid 
said  coupons  shall  be  forthwith  cancelled.  The  principal  of 
each  bond  shall  be  paj^able  only  upon  the  presentation  and  sur- 
render of  the  bond  and  the  principal  of  registered  bonds  shall 
be  payable  only  to  the  registered  holders  thereof.  Each  bond 
when  paid  shall  forthwith  be  duly  cancelled. 

Section  3.  That  it  will  not  issue,  sell  or  dispose  of  any 
bonds  issued  hereunder  in  any  manner  other  than  in  accordance 
with  the  provisions  of  this  indenture  and  the  covenants  and 
agreements  in  that  behalf  herein  contained  and  that  it  will  in 
good  faith  use  or  expend  said  bonds  or  their  proceeds  only  for 
the  purposes  provided  in  this  indenture,  according  to  the  true 
intent  and  meaning  thereof. 

Section  4.  That  at  all  times  until  the  full  payment  of  the 
principal  of  the  bonds  secured  by  this  indenture,  the  Company 

will  keep  an  office  in  the  city  of  ,  Ohio,  where 

bonds  and  interest  coupons  may  be  presented  for  payment  and 
where  notices  and  demands  with  respect  to  said  bonds  and  cou- 
pons or  other  notices  and  demands  hereunder  may  be  served,  and 
an  office  or  agency  in  the  city  of  New  York  where  coupons  may 
be  presented  for  payment  and  from  time  to  time  the  Company 
will  give  written  notice  to  the  trustees  of  the  location  of  such 
offices  or  agencies.  In  case  the  Company  shall  fail  to  do  so, 
presentation  and  demand  may  be  made,  and  notices  may  be  served 
at  the  office  of  the  corporate  trustee  or  its  successors. 

Section  5.  That  at  the  office  of  the  corporate  trustee,  or  at 

some  Bank  or  Trust  Company  in  the  city  of ,  Ohio, 

it  will  keep  books  for  registration  of  bonds  issued  hereunder 
(which  books  at  all  reasonable  times  shall  be  open  to  the  in- 
spection of  the  trustees)  under  such  reasonable  regulations  as 
the  Company  may  prescribe.  The  ownership  of  any  bond  issued 
under  this  indenture,  which  shall  be  presented  for  that  purpose, 
may  be  registered  in  such  book  or  books  free  of  charge  by  the 
Company.  Upon  presentation  to  the  bond  registrar  or  transfer 
agent,  at  the  place  where  such  books  of  registry  are  kept,  of  any 
bond  which  shall  have  been  registered  as  aforesaid  and  delivery 
of  a  written  instrument  of  transfer,  in  form  approved  by  the 
Company,  executed  by  the  registered  holder  for  the  time  being, 
such  bond  shall  be  transferred  upon  such  registry.  The  regis- 
tered holder  shall  also  have  the  right  to  cause  the  same  to  be 
registered  as  payable  to  bearer,  in  which  case  transferability  by 
delivery  shall  be  restored,  and  thereafter  the  principal  of  such 
bond  shall  be  payable  to  any  person  presenting  the  same,  but 
any  such  bond  registered  as  payable  to  bearer  may  be  registered 
again  in  the  name  of  the  holder  with  the  same  effect  as  in  the 


257  FORMS— CORPORATE   MORTGAGE.         Form    255 

case  of  the  first  registration  thereof.  Successive  registrations 
and  transfers  as  aforesaid  may  be  made  from  time  to  time  as 
desired.  Each  registration  shall  be  noted  by  the  bond  registrar 
or  transfer  agent  of  the  Company  upon  the  bond.  The  C.  D. 
Trust  Company,  the  corporate  trustee  hereinbefore  mentioned,  is 
hereby  constituted  and  appointed  the  bond  registrar  and  transfer 
agent  of  the  Company  for  the  purpose  of  registration  as  here- 
inbefore set  forth.  The  registration  of  any  bond,  however,  shall 
not  restrain  the  negotiability  of  any  coupon  thereto  belonging, 
but  every  such  coupon  shall  continue  to  pass  by  delivery  merely 
and  shall  remain  payable  to  bearer.  The  holder  of  any  bond 
may,  however,  register  the  same  and  surrender  the  coupons 
thereto  belonging  to  the  corporate  trustee,  who  shall  forthwith 
cancel  such  coupons,  and  thereafter  the  interest  on  such  bond 
shall  be  payable  only  to  the  registered  holder  thereof. 

Section  6.  The  Company  will,  from  time  to  time,  duly  and 
punctually  pay  and  discharge  all  real  estate,  personal,  franchise 
and  other  taxes,  water  rates,  assessments,  imposts  and  govern- 
mental and  other  charges,  lawfully  imposed  upon  the  property 
now  or  hereafter  subject  to  the  lien  and  operation  of  this  inden- 
ture, and  also  upon  all  other  property  at  any  time  subject  to 
this  indenture,  and  upon  each  and  every  part  thereof,  and  upon 
the  income  and  profits  thereof  and  with  respect  to  the  carrying 
on  or  doing  business  by  the  Company,  so  that  the  lien  and 
priority  of  this  indenture  shall  be  fully  preserved  in  respect  to 
the  real  and  personal  property,  rights,  franchises  and  privileges 
now  or  hereafter  subject  to  the  lien  and  operation  of  this 
indenture;  provided,  however,  that  nothing  in  this  section  shall 
require  the  Company  to  pay  any  such  taxes,  assessments,  im- 
posts or  other  charges  so  long  as  the  Company  shall  in  good 
faith  and  by  proper  legal  proceedings  contest  the  validity 
thereof  or  its  being  a  charge  upon  the  property  covered  by 
this  indenture.  If  the  Company  shall  fail  to  keep  this  cove- 
nant, the  trustees,  in  addition  to  any  other  remedy  or  reme- 
dies which  they  may  have  hereunder,  and  without  prejudice  to 
any  rights  of  the  trustees  by  reason  of  any  such  default  and 
upon  request  of  one  or  more  of  the  holders  of  said  bonds  se- 
cured hereby,  and  upon  being  provided  with  adequate  funds  for 
that  purpose  and  ample  indemnity  in  the  premises,  shall  pay 
such  taxes,  assessments  and  charges,  and  all  amounts  so  paid, 
with  interest  thereon  at  the  rate  of  six  percentum  per  annum 
shall  be  a  charge  upon  the  trust  estate  prior  to  the  bonds 
hereby  secured,  and  the  trustees  may  forthwith  sue  for  and  re- 
cover from  the  Company  any  such  amount  in  a  proper  action 
therefor. 

Section  7.  That  it  will  not  create  or  suffer  to  be  created 
any  lien  or  charge  having  priority  to  or  preference  over  the 


Form  255  OHIO  PRIVATE  CORPORATIONS.  258 

lien  of  this  indenture  upon  the  trust  estate,  or  any  part  thereof, 
or  upon  the  income  thereof,  and  that  within  three  months  after 
the  same  shall  have  accrued  it  will  pay  or  cause  to  be  discharged 
or  will  make  adequate  provision  for  the  satisfaction  and  dis- 
charge of  all  lawful  claims  and  demands  of  mechanics,  laborers 
and  others  which  might  by  law  be  given  precedence  as  a  lien 
or  charge  upon  the  trust  estate,  or  any  part  thereof  or  the  in- 
come thereof;  provided,  however,  that  nothing  in  this  instrument 
contained  shall  require  the  Company  to  pay  any  claim  or  demand 
so  long  as  the  Company  shall  in  good  faith  and  by  proper  legal 
proceedings  contest  the  validity  thereof,  provided  however,  that 
nothing  in  this  section  contained  shall  apply  to  purchase  money, 
or  other  assumed  liens  upon  after  acquired  property. 

Section  8.  That  it  will  from  time  to  time  upon  written 
demand  of  the  Trustees  and  at  its  own  expense  record  and  re- 
record,  file  and  refile  these  presents,  whether  as  a  chattel  mort- 
gage or  a  mortgage  on  real  estate,  and  make,  do,  execute,  ac- 
knowledge and  deliver,  or  cause  to  be  made,  done,  executed,  ac- 
knowledged and  delivered  all  such  other  acts,  deeds,  transfers, 
assignments,  conveyances  and  assurances  in  the  law  as  may  by 
said  Trustees  or  their  counsel  be  reasonably  advised  or  required 
for  effectuating  the  intention  of  these  presents  or  for  the  better 
assuring  and  confirming  unto  the  Trustee  upon  the  trusts  and 
for  the  purposes  herein  expressed,  of  the  trust  estate  and  any 
part  or  parts  thereof,  and  also  all  and  singular  the  property, 
rights,  franchises  and  privileges  which  may  hereafter  be  ac- 
quired by  the  Company. 

Section  9.  That  it  will,  except  as  herein  otherwise  provided, 
at  all  times  actively  conduct  and  carry  on  the  business  for  which 
it  was  incorporated  and  which  it  is  now  or  may  hereafter  be 
carrying  on  or  conducting;  that  it  will  maintain  and  keep  in 
good  repair  and  condition  its  plants  and  properties,  make  all 
necessary  renewals  and  replacements  thereof  or  therein,  diligent- 
ly preserve,  observe  and  protect  all  licenses  under  patents  or 
otherwise  owned  or  held,  and  will  at  all  times,  so  long  as  the 
bonds  issued  hereunder  or  any  of  them  remain  outstanding  and 
unpaid,  diligently  preserve  and  maintain  its  corporate  existence 
and  all  franchises  now  or  hereafter  granted  to  it,  and  do  or 
cause  to  be  done  all  other  acts  and  things  necessary  or  proper 
to  maintain  and  keep  in  full  force  and  effect  the  lien  and  in- 
cumbrance  hereby  created. 

Section  10.  The  Company  shall  also  furnish  to  the  trustees, 
at  any  time  that  they  may  in  writing  so  request,  a  written 
statement  containing  a  summary  of  all  its  then  assets  and  liabili- 
ties, its  gross  receipts,  expenses  and  net  income,  determined  as 
hereinbefore  provided  and  shall  permit  the  Trustees  or  their 
agents,  upon  like  request  at  any  time  to  examine  its  premises, 


259         FORMS— CORPORATE  MORTGAGES.    Form  255 

property  or  books  of  account;  provided,  however,  that  the  Com- 
pany shall  not  be  obliged  to  furnish  such  statement  or  permit 
such  examination  unless  it  is  furnished  with  satisfactory  evi- 
dence by  the  trustees  that  the  holders  of  not  less  than  15  per- 
centum  of  the  bonds  secured  hereby  at  any  time  outstanding  de- 
manded that  they  request  such  statement  or  make  such  examina- 
tion. 

Section  11.  The  Company  shall  and  will  at  all  times,  BO 
long  as  any  of  the  bonds  issued  hereunder  remain  outstanding 
and  unpaid,  at  its  own  cost  and  expense,  insure  and  keep  in- 
sured against  loss  or  damage  by  fire,  in  responsible  insurance 
Companies,  all  its  property  usually  insured  by  like  Companies 
similarly  situated  and  in  the  same  manner  and  to  the  same 
extent.  Said  policies  for  such  insurance  shall  be  made  pay- 
able, in  case  of  loss,  to  the  trustees  as  their  interest  may  appear, 
provided,  however,  that  the  Company  may,  if  it  elects  so  to  do, 

pay  to  the  corporate  trustee  the  sum  of dollars  ($....) 

in  money  or,  in  lieu  thereof,  deliver  to  the  corporate  trustee  bonds 
of  the  issue  herein  provided  for  equal  in  principal  sum  to  said 
amount,  or  part  thereof  in  said  bonds  at  par  and  the  remainder 
in  money,  in  which  event  it  shall  not  be  required  to  insure  its 
property  as  hereinabove  provided,  unless  said  deposit  (herein- 
after called  "insurance  fund")  shall  be  depleted  by  payment  of 

losses  to  less  than  $ The  money  in  said  fund  shall,  at  the 

request  of  the  Company,  be  invested  in  the  bonds  of  the  Com- 
pany of  the  issue  hereby  secured  or  in  other  securities  in  which 
Trust  Companies  organized  under  the  laws  of  the  State  of 
Ohio  may  invest  money  or  property  received  by  them  in  trust, 
or  in  such  other  interest  bearing  securities  as  may  be  approved 
by  the  Company  and  the  trustees.  The  securities  in  which  such 
investment  may  be  made  shall,  except  as  hereinbefore  provided, 
be  chosen  by  the  Company.  The  corporate  trustee  agrees  to 
allow  interest  upon  moneys  remaining  on  deposit  with  it  in 
said  insurance  fund,  at  the  same  rate  and  upon  the  same  terms 
that  it  allows  upon  like  deposits  in  its  trust  department.  Until 
default  the  Company  shall  be  entitled  to  all  income  earned  by 
the  insurance  fund  or  the  securities  in  which  the  same  is  in- 
vested, whether  the  same  be  bonds  of  the  Company,  or  other- 
wise. In  the  event  of  loss  occurring  by  fire,  the  corporate  trustee 
shall  from  time  to  time  at  the  request  of  the  Company  pay  over 
to  it  such  amount  of  money  out  of  the  insurance  fund  as  shall 
be  necessary  to  repair,  restore  or  replace  such  lost  or  destroyed 
property;  such  payments  to  be  made  from  time  to  time  upon 
receipt  of  vouchers  showing  the  expenditure  by  the  Company 
of  the  amount  called  for  in  any  such  vouchers,  or  that  an  in- 
debtedness has  been  incurred  for  such  purposes  of  repair,  re- 
storation or  replacement  equal  to  the  amount  called  for  by  such 


Form  255  OHIO    PRIVATE    CORPORATIONS.  260 

vouchers.  In  the  event  sufficient  moneys  are  not  on  hand  in  the 
insurance  fund  to  pay  any  such  loss,  the  corporate  trustee  shall, 
on  request  of  the  Company,  sell  sufficient  of  the  securities  be- 
longing to  said  fund  to  provide  for  the  payment  of  said  loss. 
In  the  event  said  fund  is  reduced  below  the  sum  of  $75,000 
by  the  payment  of  any  such  loss,  the  Company  shall  make  good 
such  deficiency  by  making  payments  to  the  corporate  trustee  for 
the  account  of  said  fund  at  the  rate  of  $5,000,  per  annum 
until  said  fund  and  the  accummulations  thereof  shall  again 
equal  the  sum  of  $75,000.  In  the  event  said  insurance  fund  is 
depleted  by  payment  of  losses  to  less  than  $75,000,  then  the 
Company  shall  effect  and  maintain  insurance  as  hereinabove 
first  provided,  until  said  fund  shall  again  equal  $75,000.  Upon 
the  maturity  of  the  bonds  issued  hereunder,  any  bonds  of  the 
issue  hereby  secured  then  remaining  in  said  fund  shall  be  can- 
celled, and  any  other  securities  and  moneys  then  in  said  fund 
shall  be  applied  toward  the  payment  of  the  bonds  issued  here- 
under at  the  time  outstanding  and  unpaid.  The  Company 
covenants  to  at  all  times  keep  the  corporate  trustee  informed 
as  to  the  amounts  of  insurance  carried  by  it,  when  it  is  required 
to  carry  insurance,  furnishing  said  corporate  trustee  with  lists 
of  the  Companies,  policy  numbers  and  amounts,  and  in  the 
event  the  Company  shall  fail  at  any  time  when  required  by  the 
terms  hereof  to  carry  insurance  deemed  by  the  trustees  to  be 
sufficient,  the  trustees  may,  but  shall  be  under  no  obligation  to, 
insure  the  property  of  the  Company  as  they  may  deem  best  for 
the  benefit  of  the  bondholders,  and  the  cost  of  the  same,  with 
five  percent  interest  thereon  from  the  date  of  payment  of  the 
respective  premiums,  shall  be  repaid  to  them  by  the  Company 
on  demand,  and  until  so  paid  shall  be  a  charge  upon  the  trust 
estate  prior  in  lien  to  the  bonds  issued  hereunder. 

Section  12.  That  the  Company  will  duly  call  for  redemption 
and  retire  all  bonds  issued  and  outstanding  under  the  mortgage 
described  in  Section  5  of  Article  1  hereof,  as  soon  as  the  same 
may  be  redeemed  under  the  terms  of  said  respective  mortgages, 
and  will,  as  soon  as  all  of  the  bonds  issued  under  said  respective 
mortgages  have  been  paid,  cause  said  mortgages  to  be  duly  can- 
celled of  record. 

ARTICLE  III.     KETIREMENT  OF  BONDS. 

Section  1.  The  Company  reserves  to  itself,  its  successors  and 
assigns,  the  right  at  its  or  their  election  to  retire  the  whole  or 

any  part  of  the  bonds  issued  hereunder,  on  the   day  of 

,   19..,  and  on  any  interest  maturing  date  thereafter, 

at  105%  of  par  plus  accrued  interest.  In  the  event  the  Com- 
pany elects  to  retire  the  whole  or  any  part  of  said  bonds  on  any 


261          FORMS— CORPORATE  MORTGAGES.     Form  255 

such  interest  maturing  date,  it  shall  at  least  ten  weeks  prior 
to  the  date  of  retirement  notify  the  corporate  trustee  of  such 
election  and  the  corporate  trustee  shall,  if  the  amount  of  bonds 
to  be  retired  be  less  than  the  entire  amount  outstanding,  choose 
the  bonds  to  be  retired  by  lot  and  notify  the  Company  of  the 
numbers  of  the  bonds  so  chosen  within  one  week  after  receipt 
of  such  notice.  The  Company  shall  in  all  cases  of  retirement 
of  bonds  hereunder  give  notice  by  publication  in  some  news- 
paper of  general  circulation  published  in  the  City  of  , 

Ohio,  and  in  some  newspaper  of  general  circulation  published 
in  the  City  of  New  York,  N.  Y.,  which  notice  shall  state  that 
the  Company  will  retire  the  bonds  chosen  for  retirement,  on  the 
date  fixed  therefor,  naming  the  price  at  which  same  are  to  be 
retired,  upon  presentation  and  surrender  of  such  bonds,  with 
all  unpaid  coupons  thereto  belonging,  at  the  office  of  the  cor- 
porate trustee  in  the  City  of ,  Ohio.  Such  notice  shall 

be  published  once  each  week  for  eight  weeks  prior  to  the  date 
fixed  for  such  retirement.  In  all  cases  in  which  less  than  the 
entire  amount  of  bonds  are  chosen  for  retirement  the  published 
notice  of  retirement  shall  contain  the  numbers  of  the  bonds  so 
chosen.  In  all  cases  of  retirement  of  bonds  the  Company  shall, 
on  or  before  the  date  fixed  for  retirement,  deposit  with  the  cor- 
porate trustee  sufficient  money  to  pay  the  retirement  price  of 
said  bonds  and  accrued  interest  on  the  principal  thereof  to  date 
of  retirement.  Said  notice  having  been  given  in  the  manner 
aforesaid  and  sufficient  money  to  retire  all  bonds  called  for  re- 
tirement at  the  rate  specified  having  been  deposited  with  the 
corporate  trustee,  if  the  holder  or  holders  of  any  bond  or  bonds 
so  called  for  retirement  fails  to  present  the  same  for  retirement 
at  the  time  and  place  in  said  notice  specified,  such  bond  or 
bonds  shall  thereafter  cease  to  bear  interest  and  the  corporate 
trustee  shall  credit  to  each  of  such  bonds  as  may  not  be  so 
presented,  designated  by  the  number  thereof,  a  sum  of  money 
equal  to  such  retirement  price  plus  the  interest  accrued  thereon 
to  the  date  fixed  for  retirement  as  aforesaid  and  remaining  un- 
paid and  said  credit  shall  be  treated  as  full  payment  for  each 
such  bond  and  the  coupons  thereto  belonging  as  between  the 
Company  and  the  holder  thereof,  and  said  sum  so  credited  by 
the  corporate  trustee  to  bonds  which  have  not  been  presented 
for  retirement  shall  bear  no  interest,  and  thereupon  and  there- 
after said  bonds  and  all  coupons  thereto  belonging  shall  be  ex- 
cluded from  participation  in  the  lien  and  security  afforded  by 
these  presents  and  the  holder  thereof  shall  look  for  the  payment 
of  such  bonds  and  accrued  interest  only  to  sums  so  credited 
thereto  in  the  hands  of  the  corporate  trustee  and  in  no  event  to 
the  Company,  and  the  Company  shall,  as  to  all  such  bonds  be 
released  from  liability  in  respect  thereof,  but  said  sums  BO  de- 


Form  255  OHIO   PRIVATE   CORPORATIONS.  262 

posited  shall  be  held  b}'  the  corporate  trustee  to  the  credit  and 
for  the  payment  of  said  bonds  and  the  interest  thereon  and  shall 
be  paid  by  the  corporate  trustee  to  the  holders  thereof  on  pre- 
sentation and  delivery  to  It  of  said  respective  bonds,  together 
with  all  outstanding  coupons  thereto  belonging. 

Section  2.  Upon  presentation  to  the  corporate  trustee,  can- 
celled, of  all  said  authorized  issue  of  bonds  and  coupons  which 
at  the  time  shall  have  been  issued  and  outstanding,  or  upon 
presentation  of  a  portion  thereof,  cancelled,  all  of  said  bonds 
having  been  called  for  retirement  under  the  provisions  of  this 
article  and  the  corporate  trustee  having  credited  to  all  such 
bonds  as  have  not  been  presented  for  retirement  the  retirement 
price  thereof  and  the  interest  thereon,  the  trustees  shall  cancel 
and  discharge  this  mortgage  or  deed  of  trust  as  fully  and  to 
the  same  effect  as  if  the  total  issue  of  said  bonds  and  coupons 
had  been  duly  paid  by  the  Company  at  maturity  thereof.  All 
bonds  retired  under  this  article,  together  with  the  coupons 
thereto  belonging,  shall  be  forthwith  cancelled  by  the  corporate 
trustee.  All  costs,  charges  and  expenses  incurred  by  the  cor- 
porate trustee  hereunder  with  respect  to  the  retirement  of  bonds 
shall  be  paid  by  the  Company. 

ARTICLE  IV.    REMEDIES  OF  TRUSTEES  AND  BONDHOLDERS. 

Section  1.  The  Company  covenants  and  agrees  that  it  will 
not  directly  or  indirectly  extend,  or  consent  to  the  extension  of, 
the  time  of  payment  of  any  coupon  or  claim  for  interest  upon 
any  of  the  bonds  issued  hereunder  and  that  it  will  not  directly 
or  indirectly  be  a  party  to  or  approve  any  arrangement  there- 
for by  purchasing  or  funding  the  same  in  any  other  manner. 
In  case  the  payment  of  any  such  coupon  shall  be  extended  by 
or  with  the  consent  of  the  Company,  such  coupon  or  claim  for 
interest  so  extended  shall  not  be  entitled,  in  case  of  default  here- 
under, to  the  benefit  or  security  of  this  indenture  except  subject 
to  the  prior  payment  in  full  of  the  principal  of  all  outstanding 
bonds,  and  of  all  coupons  of  such  bonds  the  payment  of  which 
has  not  been  so  extended,  the  intention  being  to  prevent  any 
accumulation  after  maturity  of  coupons  upon  the  bonds  issued 
hereunder. 

Section  2.  In  case  default  shall  be  made  (a)  in  the  pay- 
ment of  any  interest  upon  any  bond  or  bonds  secured  hereby, 
and  outstanding,  and  such  default  shall  continue  for  the 
period  of  three  months,  or  (b)  in  the  performance  or  observ- 
ance of  any  other  covenant  or  condition  herein  contained  to  be 
performed  or  observed  by  the  Company  and  such  default  shall 
have  continued  for  a  period  of  four  months  after  demand  by 
the  trustees  of  performance  or  observance,  then  and  in  either 


FORMS— CORPORATE  MORTGAGES.     Form  255 

such  case  the  trustees  may,  and  upon  the  written  request  of  the 
holders  of  35%  of  the  bonds  hereby  secured  and  then  out- 
standing, shall,  by  notice  in  writing  delivered  to  the  Company 
declare  the  principal  of  all  the  bonds  secured  hereby  and  then  out- 
standing to  be  due  and  payable  immediately,  and  upon  any  such 
declaration  the  same  shall  become  and  be  due  and  payable  im- 
mediately, anything  in  this  indenture  or  in  said  bonds  to  the 
contrary  notwithstanding.  This  provision,  however,  is  subject 
to  the  condition  that  if  at  any  time  after  the  principal  of  said 
bonds  shall  have  been  declared  due  and  payable,  the  default  for 
which  such  declaration  was  made  and  all  other  defaults,  if  any, 
shall  be  cured,  before  any  sale  of  the  trust  estate,  then  and  in 
every  such  case  the  holders  of  a  majority  in  value  of  bonds 
hereby  secured  and  then  outstanding,  by  written  notice  to  the 
Company  and  to  the  trustees,  may  waive  such  defaults  and  their 
consequences,  but  no  such  waiver  shall  extend  to  or  affect  any 
subsequent  default  or  impair  any  right  consequent  thereon.  In 
case  the  trustees  shall  have  proceeded  to  enforce  any  right  under 
this  indenture  by  foreclosure  or  otherwise,  and  such  proceedings 
shall  have  been  discontinued  or  abandoned  because  of  such 
waiver  or  for  any  other  reason,  or  shall  have  been  determined 
adversely  to  the  trustees,  then  and  in  every  such  case  the  Com- 
pany and  the  trustees  shall  be  restored  to  their  former  position 
and  rights  hereunder  in  respect  to  the  trust  estate  and  all  rights, 
remedies  and  powers  of  the  trustees  shall  continue  as  though  no 
such  proceeding  had  been  taken. 

Section  3.  In  case  (1)  default  shall  be  made  in  the  pay- 
ment of  any  principal  of  any  bonds  hereby  secured,  or  in  case 
(2)  default  shall  be  made  in  the  due  and  punctual  payment  of 
interest  upon  any  bonds  secured  hereby,  and  such  default  shall 
continue  for  the  period  of  three  months,  or  in  case  (3)  default 
shall  be  made  in  the  due  observance  or  performance  of  any  other 
covenant  or  condition  hereby  required  to  be  observed  or  per- 
formed by  the  Company  and  such  default  shall  continue  for 
four  months  after  written  demand  by  the  trustees,  then  and  in 
every  such  case  the  trustees,  personally  or  by  attorneys,  in  their 
discretion  may  (a)  enter  in,  into  and  upon  and  take  possession 
of  the  trust  estate  and  every  part  thereof,  and  may  exclude  the 
Company  therefrom,  and  have  and  hold  the  same  and  use,  oper- 
ate, manage  and  control  the  trust  estate,  and  manufacture, 
supply  and  sell  electricity  and  all  articles,  things,  and  products 
manufactured,  produced  or  supplied  by  the  Company  in  its  busi- 
ness, execute  any  and  all  contracts,  leases  and  undertakings,  and 
in  general  conduct  and  carry  on  the  business  of  the  Company  as 
fully  as  it  could  do  if  in  possession  thereof,  and  exercise  all  law- 
ful franchises  and  powers  of  the  Company,  and  upon  every  such 
entry  the  trustees  at  the  expense  of  the  trust  estate  from  time 


Form  255  OHIO    PRIVATE    CORPORATIONS.  264 

to  time,  by  purchase,  repair  or  construction,  may  maintain, 
restore  and  repair  the  trust  estate,  and  any  part  or  parts  thereof 
and  in  the  same  manner  and  to  the  same  extent  as  is  usual  with 
Companies  of  like  character  similarly  situated,  and  make  all 
necessary  and  proper  renewals,  replacements,  alterations,  addi- 
tions, betterments  and  improvements  thereto  and  thereon  as  to 
the  trustees  may  seem  judicious  or  convenient,  and  in  such  case 
the  trustees  shall  be  entitled  to  collect  and  receive  all  tolls, 
earnings,  incomes,  revenues,  rents,  issues  and  profits  of  the  trust 
estate  and  of  every  part  thereof  and  of  the  business  thereof  and 
after  deducting  the  expenses  of  operating  the  trust  estate  and 
conducting  the  business  thereof  and  of  all  repairs,  renewals,  re- 
placements, alterations,  additions,  betterments  and  improve- 
ments, and  all  payments  which  may  have  been  made  for  taxes, 
assessments  and  other  prior  or  proper  charges  upon  the  trust 
estate,  or  any  part  thereof,  and  all  liability  incurred  by  the 
trustees  hereunder,  as  well  as  just  and  reasonable  compensation 
for  the  services  of  said  trustees,  and  for  the  services  of  their 
attorneys  and  all  agents,  clerks,  servants  and  other  employees 
by  them  engaged  and  employed,  they  shall  apply  the  moneys 
arising  as  aforesaid  as  follows:  In  case  the  principal  of  the 
bonds  hereby  secured  shall  not  have  become  due  by  declaration 
or  otherwise,  then  to  the  payment  of  the  accrued  and  unpaid 
interest  upon  said  bonds  in  the  order  of  the  maturity  of  the 
respective  installments  thereof,  with  interest  thereon  at  the  same 
rate  of  interest  as  borne  by  the  bonds  upon  which  such  interest 
shall  be  in  default,  such  payments  to  be  made  ratably  to  the 
persons  entitled  thereto  without  distinction  or  preference;  in 
case  the  principal  of  the  bonds  hereby  secured  shall  have  be- 
come due  by  declaration  or  otherwise,  then  to  the  payment  of 
the  principal  and  accrued  interest  in  the  manner  provided  in 
Section  12  of  this  Article,  and  upon  the  payment  of  whatever 
may  be  due  for  principal  and  interest  upon  such  bonds  and  pay- 
ment of  other  charges  required  to  be  paid  by  the  Company  under 
the  terms  of  this  indenture,  the  premises  shall  be  returned  to  the 
Company,  subject  however  to  the  lien,  covenants  and  conditions 
of  this  mortgage,  in  all  respects,  as  if  said  entry  had  never  been 
made.  This  power  of  entry  may  be  exercised  as  often  as  occa- 
sion therefor  may  arise  during  the  continuance  of  the  trust 
created  hereby;  or  (b)  sell  to  the  highest  bidder  all  or  any  part 
of  the  trust  estate,  and  all  right,  title,  interest,  claim  and  de- 
mand therein  and  right  of  redemption  thereof  in  one  lot  as  an 
entirety  or  in  separate  lots  as  the  trustees  may  deem  best,  and 
in  one  sale  or  in  any  number  of  separate  sales,  held  at  one  time 
or  any  number  of  times,  which  said  sale  or  sales  shall  be  made 

at  public  auction  at  such  place  in  the  'City  of   ,  Ohio, 

and  at  such  time  or  times  and  upon  such  terms  as  the  trustees 


265          FORMS— CORPORATE  MORTGAGES.     Form  255 

may  fix  and  briefly  specify  in  the  notice  of  sale  to  be  given  as 
herein  provided,  or  as  may  be  provided  by  law,  provided,  al- 
ways, that  such  sale  or  sales  may  be  at  such  place  or  places  and 
in  such  other  manner  as  may  be  authorized  or  required  by  law ; 
or  (c)  and  upon  request  of  the  holders  of  35%  in  value  of  the 
bonds  outstanding  hereunder  shall  proceed  to  protect  and  en- 
force their  rights  and  the  rights  of  the  bondholders  under  this 
indenture  but  a  suit  or  suits  in  equity  or  at  law,  whether  for 
specific  performance  of  any  covenant  or  agreement  contained 
herein,  or  in  aid  of  the  execution  of  any  power  herein  granted, 
or  for  any  foreclosure  hereunder,  or  for  the  enforcement  of 
any  other  proper  legal  or  equitable  remedy  as  the  trustees, 
being  advised  by  their  counsel  learned  in  the  law,  shall  deem 
most  effectual  to  protect  and  enforce  the  rights  aforesaid. 

Section  4.  Nothing  in  this  indenture  contained,  or  other- 
wise, shall  be  construed  as  requiring  the  trustees  or  bondhold- 
ers to  resort  to  any  particular  property  mortgaged  hereunder 
or  to  waive  any  particular  remedy  for  the  purpose  of  procur- 
ing the  satisfaction  of  the  indebtedness  hereby  secured,  but  the 
trustees  and  the  bondholders  may  resort  to  all  or  any  part  of 
the  trust  estate,  or  enforce  all  or  any  of  the  rights  herein  pro- 
vided or  which  may  be  given  by  statute,  law  or  equity  or  oth- 
erwise, in  the  absolute  discretion  of  the  trustees  or  the  bond- 
holders as  the  case  may  be. 

Section  5.  Notice  of  any  sale  by  the  trustees  pursuant  to 
any  provision  of  this  indenture  shall  state  the  time  when  and 
place  where  the  same  is  to  be  made  and  shall  contain  a  brief 
general  description  of  the  property  to  be  sold  and  shall  be  suf- 
ficiently given  if  published  once  each  week  for  six  consecutive 
weeks  prior  to  such  sale  in  one  daily  newspaper  published  in 
the  City  of  . . . . ,  Ohio,  and  once  each  week  for  six  consecutive 
weeks  in  one  daily  newspaper  published  in  the  City  of  New 
York,  N.  Y. ;  provided  that  if  other  or  different  notice  shall  be 
provided  by  law  the  notice  thus  required  shall  be  given. 

Section  6.  The  trustees  from  time  to  time  may  adjourn  any 
sale  or  sales  to  be  by  them  made  under  any  provision  of  this  in- 
denture by  announcement  at  the  time  and  place  appointed  for 
such  sale  or  adjourned  sale  or  sales,  and  without  further  notice 
or  publication  they  may  make  such  sale  or  sales  at  the  time 
and  place  to  which  the  same  may  be  adjourned. 

Section  7.  Anything  in  this  indenture  contained  to  the  con- 
trary notwithstanding,  the  holders  of  a  majority  in  value  of  the 
bonds  hereby  secured  and  then  outstanding,  from  time  to  time, 
shall  have  the  right  to  direct,  subject  to  the  limitations  above 
described,  the  method  and  place  of  conducting  any  and  all  pro- 
ceedings for  the  sale  of  the  trust  estate,  or  for  the  foreclosure  of 


Form  255  OHIO   PRIVATE   CORPORATIONS.  266 

this  indenture  or  for  the  appointment  of  a  receiver,  or  the  taking 
of  any  other  proper  action  hereunder. 

Section  8.  Upon  the  completion  of  any  sale  or  sales  under 
this  indenture  the  trustees  shall  execute  and  deliver  to  the  ac- 
cepted purchaser  or  purchasers  all  such  deeds,  conveyances,  bills 
of  sale  or  other  instruments  in  writing  as  may  be  requisite,  con- 
venient, necessary  or  desirable  to  vest  in  the  purchaser  or 
purchasers  the  complete  title  to  the  property  sold.  The  trustees 
and  their  successors  are  hereby  appointed  the  true  and  lawful 
attorneys  irrevocable  of  the  Company,  in  its  name  and  stead,  or 
otherwise,  to  make,  execute,  acknowledge  and  deliver  all  such 
deeds,  conveyances,  bills  of  sale  and  other  written  instruments 
as  may  in  the  judgment  of  the  trustees  be  necessary  or  proper 
to  vest  title  in  such  purchaser  or  purchasers,  the  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorneys  shall  lawfully 
do  by  virtue  hereof. 

Section  9.  Any  such  sale  or  sales  made  under  or  by  virtue 
of  this  indenture,  whether  under  the  power  of  sale  hereby  granted 
and  conferred,  or  under  and  by  virtue  of  judicial  proceedings, 
shall  operate  to  divest  all  right,  title,  interest,  claim  and  demand 
whatsoever  either  at  law  or  in  equity  of  the  Company  of,  in  and 
to  the  property  so  sold  and  shall  be  a  perpetual  bar  both  at  law 
and  in  equity  against  the  Company,  its  successors  and  assigns, 
and  against  any  and  all  persons  claiming  or  to  claim  the  prop- 
erty sold  or  any  part  thereof  by,  from,  through  or  under  the 
Company,  its  successors  or  assigns. 

Section  10.  The  receipt  of  the  trustees  shall  be  a  sufficient 
discharge  to  any  purchaser  of  the  trust  estate,  or  any  part  there- 
of, sold  as  aforesaid,  for  the  purchase  money,  and  no  such  pur- 
chaser, or  his  representatives,  grantees  or  assigns,  after  paying 
such  purchase  money  and  receiving  such  receipt,  shall  be  bound 
to  see  to  the  application  of  such  purchase  money  upon  or  for  any 
trust  or  purposes  of  this  indenture,  or  in  any  manner  whatsoever 
be  answerable  for  any  loss,  misapplication  or  nonapplication  of 
such  purchase  money,  or  any  part  thereof  or  be  bound  to  inquire 
as  to  the  authorization,  necessity,  expediency  or  regularity  of 
any  such  sale. 

Section  11.  In  case  of  any  such  sale,  whether  under  the 
power  of  sale  hereby  granted  or  pursuant  to  judicial  proceedings, 
the  principal  sums  of  all  bonds  hereby  secured,  if  not  previously 
due,  immediately  thereupon  shall  become  due  and  payable  any- 
thing in  said  bonds  or  in  this  indenture  contained  to  the  contrary 
notwithstanding. 

Section  12.  The  purchase  money,  proceeds  and  avails  of  any 
such  sale,  whether  under  the  power  of  sale  hereby  granted  or  pur- 
suant to  judicial  proceedings,  together  with  all  other  sums  which 
may  then  be  held  by  the  trustees  as  part  of  the  trust  estate  or 


267         FORMS— CORPORATE  MORTGAGES.    Form  255 

the  proceeds  thereof  shall  be  applied  as  follows:  (1)  To  the 
payment  of  the  costs  and  expenses  of  such  sale  including  the 
reasonable  compensation  of  the  trustees,  their  agents,  attorneys 
and  counsel,  and  all  expenses,  liabilities  and  advances  made  or 
incurred  by  the  trustees,  and  all  other  charges  which  by  the 
terms  hereof,  are  prior  to  the  bonds  hereby  secured;  (2)  to  the 
payment  of  the  whole  amount  then  owing  and  unpaid  upon  the 
bonds  hereby  secured  for  principal  and  interest,  with  interest  at 
the  respective  rates  borne  by  the  principal  debt  on  the  overdue 
installments  of  interest,  and  in  case  such  proceeds  shall  be  in- 
sufficient to  pay  in  full  the  whole  amount  then  due  and  unpaid 
upon  said  bonds,  then  to  the  payment  of  such  principal  and  in- 
terest without  preference  or  priority  of  principal  over  interest  or 
of  interest  over  principal  or  any  installment  of  interest  over  any 
other  installment  of  interest  ratably  to  the  aggregate  amount  of 
such  principal  and  the  accrued  and  unpaid  interest  subject,  how- 
ever, to  the  provisions  of  Section  1  of  this  Article;  (3)  to  the 
payment  of  the  surplus,  if  any,  to  the  Company,  its  successors  or 
assigns,  or  to  whomsoever  may  be  lawfully  entitled  to  receive  the 
same. 

Section  13.  At  any  sale  or  sales  of  the  trust  estate,  or  any 
part  thereof,  any  purchaser,  for  the  purpose  of  making  settle- 
ment or  payment  for  the  property  purchased  shall  be  entitled 
to  turn  in  any  bond  and  any  unmatured  and  unpaid  coupons 
hereby  secured  in  order  that  there  may  be  credited  as  paid 
thereon  the  sums  payable  out  of  the  net  proceeds  of  such  sale  to 
the  holder  of  such  bonds  and  coupons  as  his  ratable  share  of  such 
net  proceeds  after  allowing  for  the  proportion  of  the  total  pur- 
chase price  required  to  be  paid  in  cash  to  pay  the  costs  and 
expenses  of  the  sale  or  otherwise,  and  any  such  purchaser  shall 
be  credited  on  account  of  the  purchase  price  of  the  property  so 
purchased  with  the  sums  payable  out  of  such  net  proceeds  on  the 
bonds  and  coupons  so  turned  in,  and  in  the  event  such  net  pro- 
ceeds are  less  than  the  amount  due  on  such  bonds  and  coupons, 
such  credit  shall  be  made  by  stamping  on  each  bond  the  amount 
to  be  credited  thereon,  and  the  said  bonds  shall  thereafter  tie  re- 
turned to  such  purchaser.  And  at  any  such  sale  the  trustees 
or  any  of  the  bondholders  may  bid  for  and  purchase  said  prop- 
erty and  may  make  payment  therefor  as  aforesaid,  and  upon 
compliance  with  the  terms  of  sale  may  hold,  retain  and  dispose 
of  such  property  without  further  accountability  therefor. 

Section  14.  In  case  the  Company  shall  make  an  assignment 
for  the  benefit  of  creditors,  or  in  case  in  any  judicial  proceeding 
by  any  party  other  than  the  trustees,  a  receiver,  assignee  or 
trustee  in  bankruptcy  shall  be  appointed  by  or  for  the  Com- 
pany, or  a  judgment  or  order  entered  for  the  sequestration  of  its 
property,  or  the  greater  part  of  its  property  be  seized  under  any 


Form  255  OHIO    PRIVATE    CORPORATIONS.  268 

writ  of  attachment  or  other  legal  process,  and  it  shall  not  cause 
said  property  to  be  released  or  discharged  therefrom  by  giving 
bond  or  otherwise  within  twenty  days  after  being  requested  so 
to  do  by  the  trustees,  then  and  in  every  such  case  the  trustees 
shall  be  entitled  forthwith  to  exercise  the  right  of  entry  and  sale 
herein  conferred,  without  awaiting  the  prescribed  default  period 
and  may  also  and  upon  the  request  of  the  holders  of  35%  in 
value  of  the  bonds  at  the  time  outstanding  hereunder  shall  pro- 
ceed to  exercise  any  of  the  rights  and  powers  herein  conferred 
and  provided  to  be  exercised  by  the  trustees  upon  the  occurrence 
and  continuance  of  default  as  hereinbefore  provided,  including 
the  right  to  declare  the  principal  of  the  bonds  hereby  secured 
to  be  due  and  payable  and  as  matter  of  right  the  trustees,  shall 
thereupon  be  entitled  to  the  appointment  of  a  receiver,  or  re- 
ceivers, of  the  trust  estate,  and  of  the  earnings,  income,  rents, 
issues  and  profits  thereof,  with  such  powers  as  the  court  making 
such  appointment  shall  confer. 

Section  15.  The  Company  covenants  that  (1)  in  case  default 
shall  be  made  in  the  payment  of  any  interest  upon  any  of  the 
bonds  at  any  time  outstanding  and  secured  by  this  indenture, 
and  such  default  shall  continue  for  the  period  of  three  months, 
or  (2)  in  case  default  shall  be  made  in  the  payment  of  the 
principal  of  any  such  bonds  when  the  same  shall  become  due  and 
payable  whether  at  the  maturity  of  said  bonds  or  by  declaration 
as  authorized  by  this  indenture,  or  by  a  sale  of  the  trust  estate, 
as  herein  provided,  then  upon  demand  of  the  trustees,  the  Com- 
pany will  pay  to  the  trustees  for  the  benefit  of  the  holders  of 
the  bonds  and  coupons  hereby  secured  and  then  outstanding,  the 
whole  amount  due  and  payable  on  all  such  bonds  and  coupons 
then  outstanding  for  interest  or  principal  or  both,  as  the  case 
may  be,  with  interest  at  the  respective  rates  borne  by  the  principal 
obligations  upon  the  overdue  installments  of  interest,  and  in  case 
the  Company  shall  not  pay  the  same  forthwith  upon  any  such  de- 
mand the  trustees,  in  their  own  names  and  as  trustees  of  an  ex- 
press trust,  shall  be  entitled  to  recover  judgment  for  the  whole 
amount  so  due  and  unpaid.  The  trustees  shall  be  entitled  to  re- 
cover judgment  as  aforesaid  either  before  or  after  or  during  the 
pendency  of  any  proceedings  for  the  enforcement  of  the  lien  of 
this  indenture  upon  the  trust  estate,  or  any  part  thereof,  and 
the  right  of  the  trustees  to  recover  any  such  judgment  shall  not 
be  affected  by  any  sale  hereunder  or  by  the  exercise  of  any  other 
right,  power  or  remedy  or  for  the  enforcement  of  the  provisions 
of  this  indenture  for  the  foreclosure  of  the  lien  hereof,  and  in  case 
of  a  sale  of  the  trust  estate,  or  any  part  thereof,  and  of  the  appli- 
cation of  the  proceeds  of  the  sale  to  the  payment  of  the  debt, 
the  trustees  in  their  own  names  and  as  trustees  of  an  express 
trust  shall  be  entitled  to  enforce  payment  of  and  to  receive  all 


269          FORMS— CORPORATE  MORTGAGES.     Form  255 

amounts  then  remaining  due  and  unpaid  upon  any  and  all  of 
the  bonds  issued  hereunder  and  then  outstanding  for  the  benefit 
of  the  holders  thereof  and  shall  be  entitled  to  recover  judgment 
for  any  portion  of  the  debt  remaining  unpaid,  with  interest.  No 
recovery  of  any  such  judgment  by  the  trustees  and  no  levy  under 
any  execution  upon  any  such  judgment  upon  the  property  subject 
to  the  lien  of  this  indenture,  or  upon  any  other  property,  shall  in 
any  manner  or  to  any  extent  affect  the  lien  of  the  trustees  upon 
the  trust  estate  or  any  part  thereof  or  any  rights,  powers  or  reme- 
dies of  the  trustees  hereunder  or  any  rights,  powers  or  remedies 
of  the  holders  of  the  bonds  hereby  secured,  but  such  lien,  rights, 
powers  and  remedies  shall  continue  unimpaired  as  before.  Any 
moneys  collected  by  the  trustees  under  this  section  shall  be  ap- 
plied by  the  trustees  toward  the  payment  of  the  amounts  then 
due  and  unpaid  upon  such  bonds  and  coupons  respectively,  with- 
out any  preference  or  priority  of  any  kind  except  as  provided  in 
Section  1  of  this  Article,  but  ratably  according  to  the  amounts 
due  and  payable  upon  such  bonds  and  coupons  respectively,  on 
the  date  fixed  by  the  trustees  for  the  distribution  of  such  moneys. 
Section  16.  The  holders  of  a  majority  in  value  of  the  bonds 
issued  and  outstanding  hereunder  at  any  time  shall  have  and  are 
hereby  given  the  absolute  right  to  direct  the  action  of  the  trus- 
tees in  and  about  the  enforcing  or  waiving  of  any  of  the  pro- 
visions of  this  indenture  except  the  payment  of  the  principal 
and  interest  of  such  bonds  at  the  time  when  they  become  due, 
and  the  holders  of  a  majority  in  value  of  such  bonds  shall  have 
the  right  to  direct  the  trustees  to  waive  any  default  which  may 
occur  in  the  performance  of  any  of  the  covenants  and  condi- 
tions herein  contained  except  the  payment  of  the  principal  and 
interest  of  the  bonds  secured  hereby  at  the  time  and  place  pro- 
vided therein,  and  the  holders  of  a  majority  in  value  of  said 
bonds  shall  further  have  the  right  to  direct  the  trustees  to  dis- 
continue any  proceedings  which  they  may  have  taken  to  fore- 
close this  mortgage  or  deed  of  trust  or  to  enforce  in  any  way  the 
provisions  hereof,  or  to  direct  the  trustees  to  restore  to  the 
Company  the  trust  estate,  in  the  event  the  said  trustees  shall  have 
taken  possession  thereof,  or  to  waive  any  other  act  or  thing  done 
or  omitted  to  be  done  by  the  Company  in  violation  of  the  terms 
hereof,  or  of  any  covenant  on  the  part  of  the  Company,  under 
this  indenture,  except  the  payment  of  the  principal  and  interest 
of  the  bonds  secured  hereby  at  the  time  and  place  provided  herein. 
Such  request  of  the  holders  of  a  majority  in  amount  of  bonds 
issued  and  outstanding  shall  be  made  in  writing,  and  upon  the 
same  being  made  in  accordance  with  the  provisions  hereof,  any 
action  by  said  trustees  in  declaring  the  principal  of  said  bonds 
due  and  payable  for  any  default  so  waived,  shall  forthwith 
cease  and  determine  and  become  null  and  void  and  any  and  all 


Form  255  OHIO    PRIVATE    CORPORATIONS.  270 

proceedings  commenced  by  said  trustees  to  foreclose  this  in- 
denture shall  forthwith  abate  and  said  trustees  shall  forthwith 
surrender  and  redeliver  to  the  Company  the  trust  estate,  or  such 
part  thereof,  if  any,  as  said  trustees  shall  have  become  possessed 
of,  by  reason  of  such  default,  and  to  the  extent  expressed  in 
said  request  any  and  all  acts  done  or  omitted  to  be  done  by  the 
Company  in  violation  hereof  shall  be  waived  and  the  right  to 
take  any  action  hereunder  by  reason  thereof  shall  immediately 
cease  and  determine,  but  no  such  waiver  shall  extend  to  or  affect 
any  subsequent  default  or  impair  any  right  consequent  thereon. 

Section  17.  The  Company  will  not  at  any  time  insist  upon 
or  plead  or  in  any  manner  claim  or  take  the  benefit  of  any  stay 
of  execution  or  extension  law  now  or  at  any  time  hereafter  in 
force,  nor  will  it  take  or  insist  upon  any  benefit  or  advantage  of 
any  law  now  or  hereinafter  in  force  providing  for  the  valuation 
or  appraisement  of  the  trust  estate,  or  any  part  thereof,  prior  to 
any  sale  or  sales  thereof  to  be  made  pursuant  to  any  provision 
herein  contained  or  to  the  decree  of  any  court  of  competent  juris- 
diction nor,  after  any  such  sale  or  sales,  will  it  claim  or  exercise 
any  right  under  any  statute  or  otherwise  to  redeem  the  property 
so  sold  or  any  part  thereof,  and  it  hereby  expressly  waives  the 
benefit  and  advantage  of  any  such  law  or  laws,  and  it  covenants 
that  it  will  not  hinder,  delay  or  impede  the  execution  of  any 
power  herein  granted  and  delegated  to  the  trustees  and  that  it 
will  suffer  and  permit  the  execution  of  every  such  power  as  though 
no  such  law  or  laws  had  been  made  or  enacted. 

Section  18.  In  the  event  the  trustees  shall  commence  any 
proper  proceedings  at  law  or  in  equity  for  the  purpose  of  fore- 
closing the  security  of  this  mortgage  or  deed  of  trust,  or  the 
enforcement  of  any  right  or  remedy  hereunder,  the  said  trustees 
shall  as  a  matter  of  right  be  entitled  to  the  appointment,  ex 
parte  and  without  notice,  of  a  receiver  or  receivers,  of  and  for 
all  and  singular  the  trust  estate  and  by  and  through  said  receiver 
or  receivers,  to  take  possession  thereof,  and  of  the  business  of 
the  Company,  and  operate  the  same  and  receive  the  tolls,  rents, 
revenues,  issues  and  profits  thereof. 

Section  19.  No  holder  of  any  bond  or  coupon  hereby  secured 
shall  have  any  right  to  institute  any  suit,  action  or  proceeding 
in  equity  or  at  law  for  the  foreclosure  of  this  indenture,  or  for 
the  execution  of  any  trust  hereof,  or  for  the  appointment  of  a 
receiver  or  for  any  other  remedy  hereunder,  unless  such  holder 
shall  have  previously  given  to  the  trustees  written  notice  of  such 
default  and  of  the  continuance  thereof  as  hereinbefore  provided, 
nor  unless  the  holders  of  35%  in  value  of  the  bonds  hereby 
secured  and  then  outstanding  shall  have  made  written  request 
upon  the  trustees  and  shall  have  offered  them  a  reasonable  oppor- 
tunity either  to  proceed  to  exercise  the  powers  hereinbefore 


2U  FORMS— CORPORATE    MORTGAGES.  Form  255 

granted  or  to  institute  such  action,  suit  or  proceeding  in  their 
own  names,  nor  unless  they  shall  have  offered  to  the  trustees 
adequate  security  and  indemnity  against  the  costs,  expenses  and 
liabilities  to  be  incurred  therein  or  thereby,  and  such  notification, 
request  and  offer  of  indemnity  are  hereby  declared,  in  each  and 
every  such  case,  at  the  option  of  the  trustees,  to  be  conditions 
precedent  to  the  execution  of  the  powers  and  trusts  in  this  in- 
denture and  to  any  action  or  causes  of  action  for  foreclosure,  or 
for  the  appointment  of  a  receiver,  or  for  any  other  remedy  here- 
under,  it  being  understood  and  intended  that  no  one  or  more  of 
the  holders  of  the  bonds  and  coupons  hereby  secured  shall  have 
any  right  in  any  manner,  by  his  or  their  action,  to  affect,  disturb, 
or  prejudice  the  lien  of  this  indenture  or  to  enforce  any  right 
hereunder  except  in  the  manner  herein  provided,  and  that  all 
proceedings  at  law  or  in  equity  shall  be  instituted,  had  and 
maintained  in  the  manner  herein  provided  and  for  the  equal 
proportionate  benefit  of  all  holders  of  such  outstanding  bonds 
and  coupons. 

Section  20.  Except  as  herein  expressly  provided  to  the  con- 
trary, no  remedy  herein  conferred  upon  or  reserved  to  the  trus- 
tees, or  to  the  holders  of  bonds  hereby  secured,  is  intended  to 
be  exclusive  of  any  other  remedy,  but  each  and  every  such 
remedy  shall  be  cumulative  and  shall  be  in  addition  to  every 
other  remedy  given  hereunder  or  now  or  hereafter  existing  at 
law,  in  equity  or  by  statute. 

Section  21.  No  delay  or  omission  of  the  trustees,  or  of  any 
holder  of  bonds  hereby  secured,  to  exercise  any  right  or  power 
accruing  upon  any  default  continuing  as  aforesaid  shall  impair 
any  such  right  or  power  or  shall  be  construed  to  be  a  waiver  of 
any  such  default,  or  acquiescence  therein;  and  every  power  and 
remedy  given  by  this  article  to  the  trustees  or  to  the  bondholders 
may  be  exercised  from  time  to  time  and  as  often  as  may  be 
deemed  expedient  by  the  trustees  or  by  the  bondholders. 

ARTICLE  V.     IMMUNITY  OF  INCORPORATORS,  OFFICERS, 
DIRECTORS  AND  STOCKHOLDERS. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agree- 
ment of  this  indenture,  or  upon  any  bond  or  coupon  hereby  se- 
cured, shall  be  had  against  any  incorporator,  stockholder,  director 
or  officer  of  the  Company,  past,  present  or  future,  or  of  any  suc- 
cessor corporation,  or  any  corporation  in  which  the  Company 
may  be  merged  or  consolidated,  either  directly  or  through  the 
Company,  or  any  other  such  corporation,  by  the  enforcement  of  any 
assessments,  penalty  or  contractual  obligation,  or  by  any  legal 
or  equitable  proceedings  by  virtue  of  any  statute  or  otherwise, 
it  being  expressly  agreed  and  understood  that  this  indenture  and 


Form  255  OHIO   PRIVATE    CORPORATIONS.  272 

the  obligations  hereby  secured  are  solely  corporate  obligations 
and  no  personal  liability  whatsoever  shall  attach  to  or  be  incurred 
by  the  incorporators,  stockholders,  directors  or  officers  of  the  Com- 
pany, past,  present  or  future,  or  of  any  successor  corporation,  or 
corporation  in  which  the  Company  may  be  consolidated  or  merged, 
or  any  of  them,  because  of  the  incurring  of  the  indebtedness 
hereby  authorized  or  under  or  by  reason  of  any  obligations, 
covenants  or  agreements  contained  in  this  indenture  or  in  any 
of  the  bonds  or  coupons  hereby  secured  or  implied  therefrom, 
and  that  any  and  all  personal  liability  of  every  name  and  nature, 
either  at  common  law  or  in  equity,  or  by  statute  or  constitution, 
of  every  such  incorporator,  stockholder,  director  or  officer  is 
expressly  waived,  as  a  condition  of  and  in  consideration  for  the 
execution  of  this  indenture  and  the  issuing  of  such  bonds  and 
coupons. 

ARTICLE  VI.     SALE  OF  MORTGAGED  PROPERTY. 

Section  1.  In  ease  any  real  property,  part  of  the  trust  estate, 
can  not  be  advantageously  used  in  the  proper  and  judicious  oper- 
ation of  the  business  of  the  Company,  or  if  the  sale,  exchange  or 
disposition  thereof  has  become  necessary  or  advisable  for  any 
cause,  the  same,  or  any  interest  therein,  may  be  sold  or  exchanged 
for  other  property;  and  upon  request  of  the  Company,  expressed 
by  resolution  of  its  Board  of  Directors,  the  trustees  shall  have 
authority  to  release  said  property  from  the  lien  and  effect  of  this 
indenture  upon  the  following  terms  and  conditions:  (a)  This 
section  shall  not  be  construed  as  authorizing  the  trustees  to  re- 
lease the  trust  estate  as  an  entirety  or  the  substantial  or  greater 
part  thereof,  (b)  In  case  of  any  such  sale  of  any  part  of  the 
trust  estate,  the  price  or  proceeds  of  sale,  if  in  excess  of  $1,000, 
or  a  sum  equal  to  such  price  or  proceeds,  shall  be  deposited  with 
the  corporate  trustee,  to  be  held  for  the  further  security  of  the 
bonds  hereby  secured  until  paid  over  or  applied  as  hereinafter 
provided,  (c)  In  case  of  any  exchange,  the  property  received  in 
exchange  for  that  released  shall  be  forthwith  subjected  to  the 
lien  of  this  indenture,  (d)  The  consideration  received  for  the 
property  released  shall  be  substantially  equal  to  the  value  of 
the  released  property  and  whenever  the  trustees  shall  be  requested 
to  release  any  property  pursuant  to  this  article,  the  Company 
shall  deliver  to  them  a  certified  copy  of  the  resolution  of  the 
Board  of  Directors  above  mentioned,  and  a  written  instrument, 
signed  by  the  president,  vice-president,  secretary  or  treasurer  of 
the  Company,  certifying  that  the  consideration  to  be  received 
for  such  property  is  substantially  equal  to  the  value  thereof  as 
above  provided  in  this  subdivision,  and  such  resolution  and 
instrument  shall  be  conclusive  in  favor  of  the  trustees,  (e)  In 


273  FORMS— CORPORATE    MORTGAGES.          Form  2~>3 

the  event  any  portion  of  the  trust  estate  shall  be  taken  by  the 
exercise  of  the  right  of  eminent  domain,  the  trustees  shall,  upon 
payment  to  the  corporate  trustee  of  the  entire  compensation 
awarded  to  the  Company  and  the  trustees,  release  the  same  from 
the  lien  and  operation  of  this  indenture,  (f)  All  moneys  re- 
ceived by  the  corporate  trustee  upon  any  such  sale  or  release 
shall  be  applied  as  and  when  directed  by  the  Company  as  follows: 
(1)  Said  corporate  Trustee  shall  pay  over  to  the  Company  out  of 
any  such  proceeds  sums  equal  to  any  expenditures  that  shall 
have  been  made  by  the  Company  for  any  of  the  purposes  for 
which  the  Company  is  authorized  to  issue  additional  bonds  as 
specified  in  Section  5  of  Article  1  hereof,  and  all  such  property 
so  purchased  shall  forthwith  become  subject  to  the  lien  of  this 
indenture,  or  (2)  at  the  option  of  the  Company,  the  corporate 
trustee  shall  apply  such  proceeds,  or  any  part  thereof,  to  the 
purchase  and  retirement  of  bonds  secured  by  this  mortgage,  and 
such  bonds  so  purchased  and  retired  shall  thereupon  be  cancelled 
and  delivered  to  the  Company,  (g)  The  resolutions,  certificates, 
reports,  and  statements  referred  to  and  provided  for  by  this  sec- 
tion shall  be  full  warrant  to  the  trustees  for  their  action  on  the 
faith  thereof,  and  they  shall  incur  no  liability  for  anything  done 
pursuant  to  this  article;  but  the  trustees  may  in  their  discre- 
tion, at  the  expense  of  the  Company,  make  such  other  and  further 
investigation  of  the  facts  as  they  may  deem  advisable,  and  may 
rely,  and  shall  be  absolutely  protected  in  acting  upon  the  results 
of  such  investigation  in  releasing  or  refusing  to  release  any 
property  under  the  provisions  of  this  article. 

Section  2.  While  in  possession  of  the  mortgaged  premises 
the  Company  shall  also  have  full  power,  in  its  discretion  from 
time  to  time,  to  dispose  of,  free  from  lien  of  this  indenture,  any 
portion  of  the  implements,  machinery,  tools,  appliances,  furni- 
ture and  other  movable  property  embraced  within  the  trust  estate 
which  may  have  become  unfit  for  use,  replacing  the  same  by,  or 
substituting  for  the  same,  new  implements,  machinery,  tools, 
appliances,  furniture  and  property,  which  shall  become  subject 
to  the  lien  of  this  indenture;  provided,  however,  that  no  such 
sale  shall  substantially  impair  the  security  afforded  by  these 
presents,  and  that  if  the  proceeds  of  such  sales  shall  in  any  one 
year  ending  December  31,  amount  to  $15,000,  or  more,  the  excess 
over  $15,000,  shall  be  paid  to  the  corporate  trustee  and  applied 
by  it  as  provided  in  Section  1  of  this  Article.  Settlement  and 
payment  for  any  such  excess  shall  be  made  as  of  the  31st  day  of 
December  on  or  before  the  20th  day  of  January  of  the  ensuing 
year.  The  trustees  shall  have  the  right  to  require  the  Company 
at  any  time  to  furnish  them  satisfactory  evidence  of  the  com- 
pliance by  the  Company  with  the  covenants  and  agreements  of 
this  and  the  preceding  section  contained. 


Form  255  OHIO    PRIVATE    CORPORATIONS.  274 

AETICLE  VII.     EFFECT  OF  MERGER,  CONSOLIDATION,  ETC. 

Section  1.  Nothing  in  this  indenture  shall  prevent  any  con- 
solidation or  merger  of  the  Company  with  or  into,  or  any  con- 
veyance, transfer  or  lease  (subject  to  this  indenture)  of  the  trust 
estate  as  an  entirety  to  any  corporation  lawfully  entitled  to  ac- 
quire or  lease  and  operate  the  same,  provided,  however,  and 
the  Company  covenants  and  agrees  that  such  consolidation, 
merger,  conveyance,  transfer  or  lease  shall  be  upon  such  terms 
as  fully  to  preserve,  and  in  no  respect  to  impair  the  lien,  security 
or  efficiency  of  this  indenture,  or  any  of  the  rights  or  powers  of 
the  trustees,  or  the  bondholders  hereunder,  and  provided  further 
that  any  such  lease  shall  be  made  expressly  subject  to  immediate 
termination  by  the  Company  or  by  the  trustees  at  any  time  dur- 
ing the  continuance  of  any  default  hereunder,  and  also  by  the 
purchaser  of  the  property  so  leased  at  any  sale  thereof  hereunder, 
whether  such  sale  be  made  under  the  power  of  sale  herein  con- 
ferred or  under  judicial  proceedings,  and  provided  further  that 
upon  any  such  consolidation,  merger,  conveyance,  transfer  or 
lease,  the  due  and  punctual  payment  of  the  principal  and  interest 
of  all  said  bonds  according  to  their  tenor,  and  the  due  and 
punctual  observance  and  performance  of  all  of  the  covenants 
and  conditions  of  this  indenture  to  be  kept  and  performed  by 
the  Company,  shall  be  assumed  by  the  corporation  formed  by 
such  consolidation  or  into  which  such  merger  shall  have  been 
made,  or  to  which  the  trust  estate  as  an  entirety  as  aforesaid 
shall  be  so  conveyed,  transferred  or  leased. 

Section  2.  In  case  the  Company,  pursuant  to  Section  1  of 
this  Article,  shall  be  consolidated  with  or  merged  into  any  other 
corporation  or  shall  convey  or  transfer  (subject  to  the  lien  of 
this  indenture)  the  trust  estate  as  an  entirety,  the  corporation 
formed  by  such  consolidation  or  into  which  the  Company  shall 
have  been  merged  or  which  shall  have  received  a  conveyance  or 
transfer  as  aforesaid,  upon  executing  and  causing  to  be  re- 
corded an  indenture  with  the  trustees,  satisfactory  to  the  trustees, 
whereby  such  consolidated,  merged,  or  vendee  corporation  shall 
assume  and  agree  to  pay  duly  and  punctually  the  principal  and 
interest  of  the  bonds  issued  hereunder  and  secured  hereby  in 
accordance  with  the  provisions  of  said  bonds  and  coupons  and 
this  indenture,  and  shall  agree  to  perform  and  fulfil  all  the 
covenants  and  conditions  of  this  indenture  binding  upon  the 
Company,  shall  succeed  to  and  be  substituted  for  the  Company 
with  the  same  effect  as  if  it  had  been  named  herein  as  party 
of  the  first  part,  and  such  consolidated,  merged  or  vendee  cor- 
poration thereupon  may  cause  to  be  signed,  issued  and  delivered, 
either  in  its  own  name  or  in  the  name  of  The  A.  B.  Electric 
Light  Company  any  and  all  such  bonds  which  shall  not  thereto- 


275  FORMS— CORPORATE    MORTGAGES.          Form  255 

fore  have  been  signed  by  the  Company  and  authenticated  by  the 
corporate  trustee,  and  upon  the  order  of  such  consolidated, 
merged  or  vendee  corporation,  in  lieu  of  the  Company,  subject 
to  the  terms,  conditions  and  restrictions  of  this  indenture  pre- 
scribing and  touching  the  authentication  and  issuance  of  bonds, 
the  corporate  trustee  shall  authenticate  and  deliver  any  of  such 
bonds  which  shall  have  been  previously  signed  and  delivered 
by  the  officers  of  the  Company  to  the  corporate  trustee  for 
authentication,  and  any  of  such  bonds  which  such  consolidated, 
merged  or  vendee  corporation  shall  thereafter  in  accordance  with 
the  provisions  of  this  indenture  cause  to  be  signed  and  delivered 
to  the  corporate  trustee  for  such  purpose  shall  have  the  same 
legal  right  and  security  as  the  bonds  theretofore  or  thereafter 
issued  in  accordance  with  the  terms  of  this  indenture  and  as 
though  all  of  said  bonds  had  been  issued  at  the  date  of  the  execu- 
tion hereof;  provided,  however,  that  as  a  condition  precedent  to 
the  execution  of  such  consolidated,  merged  or  vendee  corporation 
and  the  authentication  by  the  corporate  trustee  of  any  such  addi- 
tional bonds  in  respect  to  the  purchase  of  additional  prop- 
erty, or  the  making  by  such  consolidated,  merged  or 
vendee  corporation  of  any  betterments,  improvements,  extensions 
or  additions  to  or  about  its  plant  and  property,  the  indenture 
with  the  trustees  to  be  executed  and  caused  to  be  recorded  by 
the  consolidated,  merged  or  vendee  corporation  as  in  this  section 
provided,  shall  contain  a  conveyance  or  transfer  and  mortgage 
in  terms  sufficient  to  include  such  additional  property,  better- 
ments, improvements,  extensions,  or  additions,  and  provided 
further  that  the  lien  created  thereby  shall  have  similar  force, 
effect  and  standing  as  the  lien  of  this  indenture  would  have  if 
the  Company  had  not  been  consolidated  with  or  merged  into 
such  other  corporation,  or  had  not  conveyed  or  transferred,  sub- 
ject to  the  lien  of  this  indenture,  the  trust  estate  as  an  entirety 
as  aforesaid  to  such  vendee  corporation  and  had  itself  purchased 
such  additional  property  or  had  made  such  betterments,  improve- 
ments, additions  or  extensions  and  requested  the  authentication 
and  delivery  of  bonds  under  the  provisions  of  this  indenture  in 
respect  thereof.  The  trustees  may  receive  the  certificate  of  any 
counsel  selected  by  them  as  conclusive  evidence  that  any  such  in- 
denture complies  with  the  foregoing  conditions  and  provisions 
of  this  section. 

Section  3.  In  case  the  Company  pursuant  to  Section  1  of 
this  Article  shall  be  consolidated  with  or  merged  into  any  other 
corporation  or  shall  transfer  or  convey,  subject  to  the  lien  of 
this  indenture,  the  trust  estate  as  an  entirety  as  aforesaid,  neither 
this  indenture  nor  the  indenture  with  the  trustees  to  be  executed 
and  caused  to  be  recorded  by  such  consolidated,  merged  or  vendee 
corporation  as  in  Section  2  of  this  Article,  provided,  shall  become 


Form  255  OHIO    PRIVATE    CORPORATIONS.  27G 

or  be  a  lien  upon  any  of  the  property  or  franchises  of  such  con- 
solidated, merged  or  vendee  corporation,  except  that  acquired  by 
it  from  the  Company  and  any  additional  property,  betterments, 
extensions  or  additions  thereto,  and  the  betterments,  improve- 
ments, extensions  or  additions  to  or  about  the  plant  and  property 
of  such  consolidated,  merged  or  vendee  corporation  made  and 
used  by  it  as  the  basis  for  additional  bonds  under  this  indenture, 
as  herein  provided,  and  such  franchises,  repairs  and  additional 
property  as  may  be  acquired  by  such  consolidated,  merged  or 
vendee  corporation  in  pursuance  of  the  covenants  herein  con- 
tained, to  maintain,  renew  and  preserve  the  franchises  covered 
by  this  indenture  and  to  keep  and  maintain  the  property  covered 
by  this  indenture  in  good  repair  or  working  order  or  in  pursu- 
ance of  some  other  covenant  or  agreement  hereof  to  be  kept  and 
performed  by  the  Company. 

Section  4.  The  word  "Company"  as  used  in  this  indenture 
shall  include  such  consolidated,  merged  or  vendee  corporation  so 
complying  with  the  provisions  hereof  and  in  such  case  the  certifi- 
cates or  resolutions  of  the  Board  of  Directors  or  officers  of  the 
Company  required  by  Article  1,  may  be  made  by  like  officials 
of  such  consolidated,  merged  or  vendee  corporation. 

Section  5.  At  any  time  prior  to  the  exercise  of  any  power  by 
this  article  reserved  to  the  Company  or  to  a  consolidated,  merged 
or  vendee  corporation,  the  Company  may  surrender  any  power 
reserved  to  the  Company,  or  to  such  consolidated,  merged  or 
vendee  corporation,  by  delivering  to  the  trustees  an  instrument  in 
writing,  executed  by  its  president  or  vice-president,  under  its 
corporate  seal,  attested  by  its  secretary  or  assistant  secretary, 
accompanied  by  the  affidavit  of  its  secretary  or  assistant  secre- 
tary, that  the  execution  of  such  instrument  was  authorized  by 
the  vote  of  a  majority  of  its  entire  Board  of  Directors  at  a  meet- 
ing duly  called  and  held,  and  thereupon  the  power  so  surrendered 
shall  cease. 

ARTICLE  VIII.     CONCERNING  BONDHOLDERS. 

Any  request  or  other  instrument  required  by  this  indenture 
to  be  signed  and  executed  by  the  bondholders  may  be  in  any 
number  of  concurrent  instruments  of  similar  tenor,  and  may  be 
signed  or  executed  by  such  bondholders  in  person  or  by  agent 
appointed  in  writing.  Proof  of  the  execution  of  any  such  re- 
quest or  other  instrument,  or  of  a  writing  appointing  any  such 
agent,  and  of  the  holding  by  any  person  of  bonds  transferable  by 
delivery,  shall  be  sufficient  for  any  purpose  of  this  indenture,  if 
made  in  the  following  manner:  (a)  The  fact  and  date  of  the 
execution  by  any  person  of  any  such  request,  or  other  instru- 
ment in  writing,  may  be  proved  by  the  certificate  of  any  notary 


277         FORMS— CORPORATE  MORTGAGES.    Form  255 

public  or  other  officer  authorized  to  take  acknowledgment  of  deeds, 
that  the  person  signing  such  request  or  other  instrument  ac- 
knowledged to  him  the  execution  thereof,  or  by  an  affidavit  of 
a  witness  of  such  execution,  (b)  The  amount  and  issue  numbers 
of  bonds  transferable  by  delivery,  held  by  any  person  executing 
any  such  request  or  other  instrument  as  a  bondholder,  and  the 
date  of  his  holding  the  same,  may  be  proved  by  a  certificate 
executed  by  any  trust  company,  bank,  banker,  or  other  depositary, 
wherever  situated,  if  such  certificate  shall  be  deemed  by  the  trus- 
tees to  be  satisfactory,  showing  therein  that  at  the  date  therein 
mentioned,  such  person  had  on  deposit  with  such  depositary  the 
bonds  described  in  such  certificate.  The  ownership  of  registered 
bonds  shall  be  proved  by  the  register  of  such  bonds,  as  provided 
in  Section  5  of  Article  II  hereof.  Such  proof  shall  be  conclusive 
in  favor  of  the  trustees  with  regard  to  any  action  taken  by  them 
under  such  request  or  other  instrument,  (c)  The  bearer  of  any 
bond  hereby  secured  at  the  time  which  shall  not  be  registered 
as  hereinbefore  authorized,  and  the  bearer  of  any  coupon  for 
interest  on  any  bond,  issued  hereunder,  whether  the  same  shall 
be  registered  or  not,  may  be  deemed  and  treated  by  the  Com- 
pany and  the  trustees  as  the  absolute  owner  of  such  bond  or 
coupon,  as  the  case  may  be,  for  the  purpose  of  receiving  pay- 
ment thereof  and  for  all  other  purposes,  and  no  notice  to  the 
contrary  shall  affect  the  Company  or  the  trustees. 

ARTICLE  IX.     POSSESSION  OF  PRORERTY  AND  DEFEASANCE. 

Section  1.  Until  some  default  shall  have  been  made  in  the 
due  and  punctual  payment  of  the  interest  or  of  the  principal  of 
the  bonds  hereby  secured,  or  of  some  part  of  such  interest  or 
of  the  principal  of  the  bonds  hereby  secured,  or  of  some  part  of 
such  interest  or  principal,  or  in  the  due  and  punctual  perform- 
ance or  observance  of  some  covenant  or  condition  hereof  obligatory 
upon  the  Company,  and  until  such  default  shall  have  continued 
beyond  the  period  of  grace  herein  provided,  if  any,  the  Company 
shall  be  suffered  and  permitted  to  retain  the  actual  possession 
of  the  trust  estate  and  to  manage,  operate  and  enjoy  the  same 
and  every  part  thereof,  with  the  rights  and  privileges  thereunto 
belonging,  and  to  collect,  receive,  take,  use  and  enjoy  the  tolls, 
revenues,  rents,  incomes,  issues  and  profits  thereof  as  if  this 
indenture  had  not  been  made. 

Section  2.  If,  when  the  bonds  hereby  secured  shall  have 
become  due  and  payable,  whether  by  lapse  of  time  or  by  reason 
of  the  same  being  called  for  retirement,  the  Company  shall 
well  and  truly  pay  or  cause  to  be  paid  the  whole  amount  of 
the  principal  moneys  and  interest  due  upon  all  of  the  bonds 
and  coupons  for  interest  thereon  hereby  secured  then  outstanding, 


Form  255  OHIO    PRIVATE    CORPORATIONS.  278 

or  shall  provide  for  such  payment  by  depositing  with  the  cor- 
porate trustee  hereunder  the  entire  amount  then  due 
thereon  for  principal  and  interest,  and  shall  also  pay 
or  cause  to  be  paid  all  other  sums  payable  hereunder 
by  it,  and  shall  well  and  truly  keep  and  perform  all  things 
required  hereunder  to  be  kept  and  performed  by  it  according  to 
the  true  intent  and  meaning  of  this  indenture,  then  and  in  that 
case  all  right,  title  and  interest  of  the  trustees  in  and  to  the 
trust  estate,  and  each  and  every  part  thereof,  shall  thereupon 
cease  and  determine  and  become  void,  and  the  trustees  in  such 
case  upon  demand  of  the  Company  and  at  the  Company's  cost 
and  expense,  shall  execute  and  deliver  to  the  Company  proper 
instruments  acknowledging  satisfaction  of  this  indenture  and 
such  deeds  of  release  or  conveyance  as  shall  be  necessary,  proper 
or  requisite  to  revest  the  Company  with  the  trust  estate,  as  it 
then  exists,  free  and  discharged  from  the  lien  of  this  indenture. 

ARTICLE  X.     CONCERNING  THE  TRUSTEES. 

Section  1.  The  trustees,  for  themselves  and  their  successors 
hereby  accept  the  trusts  and  assume  the  duties,  herein  created  and 
imposed,  upon  the  terms  and  conditions  following,  to  wit:  (a) 
The  trustees,  and  each  of  them,  shall  be  protected,  in  any  action 
taken  by  them,  or  either  of  them,  upon  any  notice,  resolution, 
vote,  request,  consent,  certificate,  affidavit,  statement,  bond,  or 
other  paper  or  document  believed  by  the  trustees,  or  either  of 
them  so  acting,  to  have  been  passed  or  signed  by  the  proper  par- 
ties, (b)  The  trustees  shall  have  no  responsibility  for  the  validity 
of  this  instrument  or  for  the  execution  or  acknowledgment  there- 
of or  for  the  validity  of  any  bond  issued  hereunder,  nor  shall  they, 
or  either  of  them,  be  in  anywise  responsible  for  the  breach  of 
any  covenant  hereof  by  the  Company.  (c)The  trustees,  or  either 
of  them  acting,  may  select  and  employ  in  and  about  the  execution 
of  this  trust,  suitable  agents  and  attorneys,  whose  reasonable 
compensation  shall  be  paid  by  the  Company,  or  in  default  of  such 
payment  shall  be  a  charge  upon  the  trust  estate  and  the  income 
and  proceeds  thereof  paramount  to  said  bonds,  (d)  It  shall  be  no 
part  of  the  duty  of  the  trustees,  or  either  of  them,  to  file  or  record 
this  indenture  as  a  mortgage  or  conveyance  of  real  estate,  or  as  a 
chattel  mortgage,  or  as  a  conveyance  or  transfer  of  personal 
property,  or  to  renew  such  mortgage  or  to  procure  any  further  or 
additional  instruments  of  further  assurance,  or  do  any 
other  act  which  maj'  be  necessary  to  be  done  for  the 
continuance  of  the  lien  hereof,  or  for  the  giving  of  notice 
of  the  existence  of  any  such  lien,  or  for  extending  or  sup- 
plementing the  same.  Neither  of  the  trustees  shall  be  liable 
for  the  exercise  of  any  discretion  or  power  hereunder  or  mistake 


279  FORMS— CORPORATE  MORTGAGES.     Form  255 

or  errors  in  judgment,  nor  shall  any  trustee  be  answerable  for 
the  acts  or  defaults  of  any  other  trustee  or  trustees,  or  otherwise 
in  connection  with  this  trust,  except  for  its  or  his  own  wilful 
misconduct  or  gross  negligence,  (e)  The  trustees  shall  have  a 
first  lien  upon  the  trust  estate  and  the  income  and  proceeds 
thereof  for  their  reasonable  compensation,  expenses,  counsel  fees 
and  compensation,  and  for  all  liabilities  incurred  in  and  about 
the  execution  of  the  trusts  hereby  created,  and  the  exercise  and 
performance  of  their  powers  and  duties  hereunder,  which 
expenses,  counsel  fees  and  compensation  the  Company  covenants 
and  agrees  to  pay.  (f)  The  trustees  shall  be  under  no  obligation 
or  duty  to  perform  any  act  hereunder  or  to  defend  any  suit  in 
respect  hereof  unless  reasonably  indemnified,  nor  to  take  notice 
of  any  default,  until  they  receive  notice  thereof,  request  and 
indemnity  in  the  manner  provided  in  Section  19  of  Article  IV 
hereof.  The  trustees  shall  not  be  bound  to  recognize  any  person 
as  a  bondholder  unless  and  until  his  bonds  are  submitted  to  the 
trustees  for  inspection  if  required,  and  his  title  satisfactorily 
established,  if  disputed,  (g)  The  recitals  of  fact  herein  and  in 
said  bonds  contained  shall  be  taken  as  statements  made  by  the 
Company  and  shall  not  be  construed  as  made  by  the  trustees, 
or  either  of  them,  (h)  The  trustees  shall  not  be  personally  liable 
for  the  debts  contracted  by  them  or  either  of  them,  nor  for 
damages  to  person  or  property  injured,  nor  for  salaries  or  non- 
fulfillment of  contracts,  during  any  period  in  which  the  trustees 
shall  manage  or  operate  the  trust  estate  upon  entry  as  herein- 
before provided,  (i)  The  trustees  shall  not  be  required  at  any 
time,  before  or  after  proceedings,  to  sell  any  part  of  the  trust 
estate  or  take  any  action  which  they  or  either  of  them  may  be 
authorized  to  take  hereunder,  whether  pursuant  to  the  terms  of 
this  instrument,  or  otherwise,  to  give  or  file  any  bond  as  such 
trustee  or  trustees,  the  Company  for  itself,  its  successors  and 
assigns,  and  the  holders  of  any  and  all  bonds  at  any  time  to  be 
issued  hereunder  hereby  forever  waiving  and  releasing  any  and 
all  right  to  require  the  trustees,  or  either  of  them,  to  give  any 
such  bond.  (j)  In  case  at  any  time  it  shall  be  necessary  or 
proper  for  the  trustees,  or  either  of  them,  or  any  successor  or 
successors  of  them,  or  either  of  them,  to  make  any  investigation 
respecting  any  fact  preparatory  to  taking  or  not  taking  action 
or  doing  or  not  doing  anything  under  this  indenture  as  such 
trustees  or  trustee,  the  certificate  of  the  Company  over  its  cor- 
porate seal,  sworn  to  by  its  president,  vice-president,  secretary 
or  treasurer,  shall,  except  as  herein  otherwise  expressly  provided, 
be  sufficient  evidence  of  such  facts  to  protect  the  trustees,  or 
either  of  them,  or  their  successor  or  successors  in  any  action, 
such  trustees,  or  either  of  them,  or  their  successor  or  successors, 
may  take  or  refrain  from  taking  by  reason  of  the  supposed 


Form  255  OHIO    PRIVATE    CORPORATIONS.  280 

existence  of  such  fact,  but  the  trustees  may  nevertheless,  make 
such  other  or  further  investigation  as  they  may  deem  proper. 

Section  2.  The  trustees,  or  either  of  them,  or  any  successor  or 
successors  hereafter  appointed,  may  resign  and  be  discharged  of 
the  trusts  hereby  created  by  written  notice  to  the  Company  and 
by  publication  at  least  once  each  week  for  four  successive  weeks 
in  a  daily  newspaper  published  in  the  City  of  . . . .,  Ohio,  and 
for  a  like  number  of  times  in  a  daily  newspaper  published  in  the 
City  of  New  York,  N.  Y.,  and  by  due  execution  of  the  con- 
veyance herein  required. 

Section  3.  The  trustees,  or  either  of  them,  or  any  trustee 
hereafter  appointed,  may  be  removed  at  any  time  by  an  instru- 
ment, or  concurrent  instruments,  in  writing,  signed  by  the  holders 
of  not  less  than  a  majority  in  value  of  the  bonds  hereby  secured 
and  then  outstanding,  upon  payment  of  the  trustees  compensation 
and  expenses  to  the  date  of  such  removal. 

Section  4.  In  case  at  any  time  the  trustees,  or  either  of 
them,  or  any  trustee  hereafter  appointed,  shall  resign  or  shall 
be  removed  or  otherwise  shall  become  incapable  of  acting,  a  suc- 
cessor shall  be  appointed  by  the  holders  of  a  majority  in  value 
of  the  bonds  hereby  secured,  and  then  outstanding,  by  an  instru- 
ment, or  concurrent  instruments,  signed  by  such  bondholders,  or 
their  attorneys  in  fact  duly  authorized.  Provided,  nevertheless, 
and  it  is  hereby  agreed  and  declared  that  in  case  at  any  time 
there  shall  be  a  vacancy  in  the  office  of  any  trustee  hereunder, 
the  Company,  by  an  instrument  executed  by  order  of  its  Board 
of  Directors,  may  appoint  a  trustee  to  fill  such  vacancy  until  a 
new  trustee  shall  be  appointed  by  the  bondholders  as  herein 
authorized.  The  Company  shall  publish  notice  of  any  such  ap- 
pointment by  it  made  once  a  week  for  four  consecutive  weeks 
in  a  daily  newspaper  published  in  the  City  of  . . . . ,  Ohio,  and 
for  a  like  number  of  times  in  a  daily  newspaper  published  in  the 
City  of  New  York,  N.  Y.,  and  any  new  trustee  appointed  by  the 
Company  shall  immediately  and  without  further  act  be  super- 
seded by  a  trustee  appointed  by  the  bondholders  in  the  manner 
above  provided.  During  any  such  vacancy,  the  remaining  trustee 
shall  have  full  power  and  authority  to  act  and  to  perform  all 
duties  of  the  trustees  hereunder,  and  be  entitled  to  all  their 
rights,  authority  and  remedies.  Any  successor  to  the  corporate 
trustee  may  be  an  individual,  anything  herein  contained  to  the 
contrary  notwithstanding. 

Section  5.  Any  new  trustee  appointed  hereunder,  shall 
execute,  acknowledge  and  deliver  to  the  retiring  trustee,  and 
also  to  the  Company,  an  instrument  accepting  such  appointment 
and  thereupon  such  new  trustee  without  any  further  act,  deed  or 
conveyance,  shall  become  vested  with  all  of  the  estates,  property, 
rights,  powers,  trusts,  duties  and  obligations  as  if  originally 


28]         FORMS— CORPORATE  MORTGAGES.    Form  255 

named  as  trustee  herein;  but  the  trustee  ceasing  to  act  shall 
nevertheless  upon  the  written  request  of  the  Company  or  any 
new  trustee,  execute  and  deliver  an  instrument  transferring  to 
such  new  trustee,  upon  the  trusts  herein  expressed,  all  of  the 
estates,  property,  rights,  powers  and  trusts  of  the  trustee  ceas- 
ing to  act,  and  shall  duly  assign,  transfer  and  deliver  all  prop- 
erties and  moneys  held  by  it  or  him  to  the  new  trustee.  Should 
any  deed,  conveyance  or  instrument  in  writing  from  the  Com- 
pany be  required  by  any  new  trustee  for  more  fully  and  cer- 
tainly vesting  in  and  confirming  to  such  new  trustee  such  estate, 
rights,  powers  and  duties,  any  and  all  such  deeds,  conveyances 
and  instruments  in  writing  shall  upon  request  be  made,  executed 
and  delivered  to  it. 

ABTICLE  XI.     SUNDRY  PROVISIONS  AND  DEFINITIONS. 

Section  1.  Nothing  in  this  indenture  expressed  or  implied 
is  intended  or  shall  be  construed  to  confer  upon  any  person,  firm 
or  corporation,  other  than  the  parties  hereto  and  the  holders  of 
the  bonds  issued  under  and  secured  by  this  indenture,  any  right, 
remedy,  or  claim,  legal  or  equitable,  under  or  by  reason  of  this 
indenture  or  any  covenant,  condition  or  stipulation  thereof,  this 
indenture,  and  all  of  its  covenants,  conditions  and  stipulations 
being  intended  to  be  and  being  for  the  sole  and  exclusive  bene- 
fits of  the  parties  hereto  and  of  the  holders  from  time  to  time 
of  the  bonds  hereby  secured. 

Section  2.  All  of  the  covenants,  stipulations,  terms,  under- 
takings and  agreements  herein  contained  by  or  on  behalf  of  the 
Company  shall  bind  its  successors  and  assigns  whether  so  ex- 
pressed or  not. 

Section  3.  For  every  purpose  of  this  indenture,  including 
the  execution,  issue  and  use  of  any  and  all  bonds  hereby  secured, 
the  term  "Company"  includes  and  means  not  only  the  party 
of  the  first  part  hereto,  but  also  its  successors  and  assigns  and 
any  corporation  into  which  it  may  be  consolidated  or  merged. 

Section  4.  The  word  "trustee"  or  "trustees"  means  the 
trustee  or  trustees  for  the  time  being,  whether  original  or  new. 

Section  5.  The  word  "trustee,"  "bond"  and  "bondholder"  shall 
include  the  plural  as  well  as  the  singular  number,  unless  other- 
wise expressly  indicated.  The  word  "coupon"  refers  to  the  inter- 
est coupons  attached  to  the  bonds  secured  hereby.  The  word 
"person"  used  with  reference  to  a  bondholder  shall  include  asso- 
ciations or  corporations  owning  such  bonds.  Whenever  any 
officer  of  the  Company  is  referred  to  herein  it  shall  be  taken  and 
held  to  mean  the  person  who  shall  hold  such  office  for  the  time 
being.  The  words  "trust  estate"  shall  be  held  to  mean  and  in- 
clude all  of  the  property,  rights,  franchises  and  privileges  at 


Form  255  OHIO    PRIVATE    CORPORATIONS.  282 

any  time   subject   to  the  lien   and   operation   of   this   indenture, 
whether  the  same  be  now  owned  or  hereafter  acquired. 

In  witness  whereof  The  A.  B.  Electric  Light  'Company  by  its 
president  and  secretary,  thereunto  lawfully  authorized  by  action 
of  its  directors  and  stockholders,  has  hereunto  set  its  corporate 
name  and  seal,  and  The  G.  D.  Trust  Company,  by  its  president 
and  secretary,  thereunto  lawfully  authorized  by  action  of  its 
directors,  has  hereunto  set  its  corporate  name  and  seal,  and  the 
said  E.  F.  has  hereunto  set  his  hand  and  seal,  as  of  the  day  and 
year  aforesaid. 

The  A.  B.  Electric  Light  Company, 
Signed,  sealed,  acknowledged  By   ,  President. 

and  delivered  in  presence  ,  Secretary. 

of   (Corporate  seal) 


As  to  The  A.  B.  Electric  Light 

and  Power  Company. 

The  C.  D.  Trust  Company, 

By   ,  President. 

As  to  The  C.  D.  Trust  ,  Secretary. 

Company.  (Corporate  seal) 


E.  F. 

As  to  E.  F. 


State  of  Ohio,    County,  ss. 

Personally  appeared  before  me  a  notary  public  in  and  for  said 
county  and  state  . . . . ,  president,  and  . . . . ,  secretary,  of  The 
A.  B.  Electric  Light  Company,  the  corporation  which  executed 
the  foregoing  instrument  as  party  of  the  first  part,  to  me  known, 
and  known  to  me  to  be  such  president  and  secretary,  who  several- 
ly acknowledged  that  they  did  sign  and  seal  the  foregoing  in- 
strument as  such  president  and  secretary  for  and  on  behalf  of 
said  corporation,  and  that  the  same  is  their  free  act  and  deed 
individually,  and  as  such  president  and  secretary,  and  the  free 
and  corporate  act  and  deed  of  said  The  A.  B.  Electric  Light 
Company.  In  testimony  whereof  I  have  hereunto  set  my  hand 

and  official  seal  at   ,  Ohio,  this   ....   day  of   , 

A.  D.   19... 

(Notarial  seal)  , 

Notary  Public. 


State  of  Ohio,   County,  ss. 

Personally  appeared  before  me,  a  notary  public  in  and  for  said 
county  and  State,    . . . . ,  president,  and   . . . . ,  secretary,  of  The 


283  FORMS— BONDHOLDERS'    AGREEMENTS.      Form  256 

C.  D.  Trust  Company,  the  corporation  which  executed  the  fore- 
going instrument  as  a  party  of  the  second  part,  to  me  known  and 
known  to  me  to  be  such  president  and  secretary,  who  severally 
acknowledged  that  they  did  sign  and  seal  the  foregoing  instru- 
ment as  such  president  and  secretary  for  and  on  behalf  of  said 
corporation  and  that  the  same  is  their  free  act  and  deed  individu- 
ally and  as  such  president  and  secretary  and  the  free  and  cor- 
porate act  and  deed  of  The  C.  D.  Trust  Company. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and 

official  seal  at ,  Ohio,  this day  of  ..."         ,  A.  D. 

19... 

(Notarial  seal)  , 

Notary  Public. 

State  of  Ohio,   County,  ss. 

Personally  appeared  before  me,  a  notary  public  in  and  for 
said  county  and  State,  the  above  named  E.  F.  who  acknowledged 
that  he  did  sign  the  foregoing  instrument  as  a  party  of  the 
second  part,  and  that  the  same  is  his  free  act  and  deed. 

In    testimony    whereof    I    have    hereunto    set    my    hand    and 

official  seal  at ,  Ohio,  this day  of ,  A.  D. 

19... 

(Notarial  seal)  , 

Notary  Public. 

No.  256. 

Bond  Pooling  Agreement,  Authorizing  Managing  Committee 

to  Sell. 

Agreement  made  under  date  of  ,  19..,  by  and 

among  A.  B.,  C.  D.  and  E.  F.  first  parties,  hereinafter  sometimes 
called  the  "Managing  Committee;"  the  signers  hereof  (other 
than  the  first  parties,  as  such  Managing  Committee,  and  the 
Depositary  hereinafter  named),  and  any  first  mortgage  bond- 
holders of  The  ....  Railway  Company  who  may  hereafter  deposit 
their  bonds  and  accept  the  certificates  of  deposit  hereinafter  pro- 
vided for,  second  parties,  hereinafter  sometimes  called  the  "Bond- 
holders/' and  The Trust  Company,  third  party,  hereinafter 

sometimes  called  the  "Depositary." 

Whereas,  the  undersigned  second  parties  are,  severally,  own- 
ers of  first  mortgage  bonds  of  The  ....  Railway  Company,  of 
the  par  amount  set  opposite  their  respective  names  as  said  Bond- 
holders as  signed  hereto;  and, 

Whereas,  said  Bondholders  are  desirous  of  disposing  of  said 
bonds  on  the  terms  hereinafter  set  forth,  and  to  accomplish  said 
result  desire  to  confer  and  vest  power  and  authority  with  refer- 
ence thereto  upon  the  Managing  Committee;  and, 


Form  256  OHIO    PRIVATE    CORPORATIONS.  284 

Whereas,  G.  H.  and  Company,  of  ,  Ohio,  have  re- 
quested that  they  be  given  an  option  for  the  purchase  of  the 
bonds  owned  by  the  bondholders  as  hereinafter  set  forth,  at  the 

price  of  ( . . )  percent  of  the  par  value  of  said  bonds, 

plus  accrued  interest; 

Now,  therefore,  this  agreement  witnesseth,  that  the  parties 
hereto,  for  and  in  consideration  of  the  premises  and  of  the  sum 
of  one  dollar  ($1.00)  to  each  in  hand  paid  by  the  other,  the 
receipt  whereof  is  hereby  acknowledged,  do  hereby  promise  and 
agree  to  and  with  each  other  as  follows: 

FIRST.  The  Bondholders  do  hereby  deposit  with  the  De- 
positary first  mortgage  bonds  of  The  ....  Railway  Company, 
of  the  par  value  set  opposite  the  name  of  each  of  the  Bond- 
holders as  their  signatures  appear  hereto,  said  bonds  being  a 

part  of  a  total  authorized  issue  of  ....  million  dollars  ($ ), 

par  value,  and  secured  by  a  first  mortgage  or  deed  of  trust  dated 

,  19 . . ,  to  The  ....  Trust  Company,  of  , 

as  Trustee,  said  bonds  so  deposited  to  be  by  said  Depositary  held 
to  and  for  the  uses  and  purposes,  and  with  the  powers  and  duties 
in  relation  thereto  as  follows: 

(a)  To  hold  the   same  until    ,   19..,  unless   sooner 

sold  by  the  Managing  Committee  as  hereinafter  provided   at   a 

price  not  less  than   ,   ( . . )   percent  of  the  par  value  of 

said  bonds,  plus  accrued  interest  to  date  of  sale. 

(b)  To  distribute  the  proceeds  thereof  upon  the  receipt  of 
the  same,  in  the  event  of  a  sale  by  said  Managing  Committee, 
among  the  persons  and  parties  entitled  thereto,  in  accordance  with 
the  provisions  of  this  agreement. 

(c)  To  distribute  the  interest  collected  upon  said  bonds  among 
the  persons  and  parties  entitled  thereto,  in  accordance  with  the 
provisions  of  this  agreement. 

SECOND.  It  is  mutually  understood  and  agreed  that  said 
Managing  Committee  shall  have  power  and  authority,  during  the 
term  of  this  agreement,  to  sell  said  bonds,  or  any  or  all  thereof, 

so  delivered  to  said  Depositary,  at  a  price  not  less  than 

( . . )  percent  of  the  par  value  of  said  bonds,  plus  accrued  inter- 
est to  date  of  sale,  by  the  unanimous  agreement  of  the  members 
of  said  Managing  Committee,  and  in  the  event  of  a  sale  being 
made  as  aforesaid,  the  proceeds  thereof  shall  be  paid  to  the  said 
Depositary. 

The  Managing  Committee  shall  have  authority  and  power 
to  enter  into  contracts  or  to  give  options  for  the  sale  of  said 
bonds,  at  not  less  than  the  price  aforesaid,  during  the  term  of 
this  agreement. 

THIRD.  The  Depositary,  upon  the  deposit  of  bonds  here- 
under,  agrees  to  issue  to  said  Bondholders  certificates  showing 
the  interest  of  said  Bondholders  in  and  to  said  bonds,  or  the 


285        FORMS— BONDHOLDERS'  AGREEMENTS.   Form  256 

proceeds  thereof,  and  the  said  certificates  to  be  issued  by  the 
Depositary  shall  be  in  such  form  and  contain  such  terms  as  the 
Depositary  shall  decide,  subject  at  all  times  to  the  terms  of  this 
agreement.  Said  certificates,  however,  shall  be  in  assignable 
form,  subject  to  such  rules  with  reference  thereto  as  the  De- 
positary may  establish. 

FOTTBTH.  It  is  further  understood  and  agreed  that  the 
Depositary  shall  have  authority,  during  the  term  of  this  agree- 
ment, to  collect  and  receive  all  moneys  due  and  paid  upon  said 
interest  coupons  attached  to  said  bonds  aforesaid,  and  as  and 
when  such  interest  is  paid  to  it,  shall  distribute  the  same,  with- 
in ten  (10)  days  after  the  receipt  thereof  by  the  Depositary,  to 
the  persons  entitled  thereto,  as  evidenced  by  said  certificate  of 
deposit  aforesaid.  The  persons  entitled  to  such  interest,  or  to 
the  proceeds  of  the  sale  of  said  bonds  in  case  of  their  sale  as 
herein  provided,  or  to  any  bonds  in  the  possession  of  the  Depos- 
itary remaining  unsold  at  the  expiration  or  termination  of  this 
agreement,  shall  be  the  certificate  holders  of  record  at  the  date 
of  the  maturity  of  said  coupons,  or  of  the  sale  of  said  bonds,  or 
any  part  thereof,  or  of  the  expiration  or  termination  of  this 
agreement. 

FIFTH.  It  is  further  understood  and  agreed  that  the  said 
Depositary  shall  not,  until  the  expiration  or  termination  of  this 
contract,  deliver  any  of  the  bonds  so  placed  in  its  hands,  or  any 
part  thereof,  to  any  of  the  parties  hereto,  except  to  said  Manag- 
ing Committee,  and  to  said  Managing  Committee  only  for  the 
purpose  of  sale  as  herein  provided,  and  then  only  upon  receipt 
by  said  Depositary  of  the  proceeds  of  the  sale  of  said  bonds,  in 
the  event  of  any  such  sale,  and  that  in  case  said  bonds,  or  any 
thereof,  are  sold  as  herein  provided,  said  Depositary  shall  de- 
liver the  same  to  the  Managing  Committee,  upon  receiving  the 
proceeds  of  the  sale  of  said  bonds;  and  that  in  case  said  bonds 
are  not  sold  on  or  before  the  expiration  or  termination  of  this 
agreement,  the  said  Depositary  shall  deliver  said  bonds  to  the 
holders  entitled  thereto,  according  to  the  provisions  of  this  con- 
tract and  the  certificates  issued  in  pursuance  hereof,  upon  the 
surrender  of  said  certificates  by  the  holders  thereof. 

SIXTH.  In  case  of  the  death,  resignation  or  inability  to  act 
of  either  or  any  of  said  members  of  the  Managing  Committee, 
during  the  term  hereof,  the  surviving  member  or  members  of 
said  Managing  Committee  ?hall  have  the  power  to  appoint  a 
successor  or  successors ;  and  in  case  of  the  death,  resignation  or 
inability  to  act  of  all  the  members  of  said  Managing  Committee, 
the  said  Depositary  shall  have  authority  to  choose  and  appoint  a 
Managing  Committee. 

SEVENTH.  The  certificates  of  deposit  to  be  issued  under 
this  agreement  shall  be  transferable  only  by  assignment  in 


Form  256  OHIO    PRIVATE    CORPORATIONS.  286 

writing  on  the  back  thereof,  which  assignment  shall  be  witnessed, 
and  shall  transfer  all  interest  in  said  certificate  so  assigned, 
which  assignment  may  be  transferred  subject  to  the  rules  and 
regulations  of  the  Depositary  and  registered  on  its  books,  and  a 
new  certificate  or  certificates  evidencing  a  like  interest  in  said 
bonds,  may  be  issued  by  the  Depositary  in  lieu  of  the  certificate 
so  assigned. 

EIGHTH.  It  is  expressly  understood  and  agreed  that  there 
shall  be  no  charge  made  against  the  depositing  Bondholders  here- 
under  for  any  costs,  expenses  or  services  of  the  Depositary  or 
the  Managing  Committee. 

NINTH.  This  agreement  shall  be  binding  upon  the  heirs, 
executors,  administrators  and  assigns  of  the  parties  hereto,  and 
as  to  the  said  Bondholders,  the  agreement  of  each  is  several  and 
individual,  and  shall  be  binding  upon  such  of  said  Bondholders 
as  sign  this  agreement,  without  regard  to  the  fact  that  the  same 
may  not  be  signed  by  all  the  owners  of  the  first  mortgage  bonds 
of  The  ....  Railway  Company.  The  deposit  of  bonds  or  the 
acceptance,  by  assignment  or  otherwise,  of  certificates  of  deposit 
as  herein  provided,  shall  constitute  the  persons,  firms  or  cor- 
porations depositing  said  bonds  or  so  accepting  such  certificates 
of  deposit,  parties  hereto  for  all  purposes,  as  fully  as  though  such 
persons,  firms  or  corporations  had  signed  this  agreement,  or  a 
duplicate  hereof. 

TENTH.  The  Managing  Committee  agrees  to  act  as  such, 
and  to  faithfully  discharge  the  duties  imposed  upon  them  as  such 
Managing  Committee;  and  the  Depositary  agrees  to  perform 
the  duties  herein  delegated  to  it;  it  being  understood  and 
agreed,  however,  that  no  liability  hereunder  shall  attach  to  the 
Managing  Committee,  or  either  member  thereof,  or  to  said 
Depositary,  on  account  of  any  representation,  statement  or  recital 
herein  contained  or  made,  or  for  the  genuineness,  regularity  or 
authenticity  of  the  bonds  deposited  hereunder,  or  for  the  lien 
or  interest  created  thereby,  and  that  beyond  the  obligation  to 
perform  their  direct  obligations  assumed  hereunder,  said  Man- 
aging Committee  and  the  Depositary  shall  be  liable  to  the  Bond- 
holders only  for  want  of  good  faith  or  failure  to  exercise  reason- 
able care. 

ELEVENTH.  All  actions  to  be  taken  hereunder  by  the  Man- 
aging Committee  shall  be  in  pursuance  of  the  unanimous  agree- 
ment of  the  members  of  said  Committee. 

TWELFTH.  This  agreement  shall  be  in  force  and  effect 

until ,  19. .,  but  may  be  terminated  at  any  time  by  the 

Managing  Committee,  by  written  notice  thereof  signed  by  the 
Managing  Committee  and  by  the  Depositary,  and  upon  the  ex- 
piration or  termination  of  this  agreement  the  bonds,  or  the  pro- 
ceeds thereof,  or  both,  represented  by  the  certificates  of  deposit 


287         FORMS— BONDHOLDERS'  AGREKMEXTS.   Form  257 

issued  hereunder,  shall  then  be  distributed  to  the  persons  entitled 
thereto,  as  herein  provided. 

THIRTEENTH.  It  is  further  agreed  that,  for  convenience 
in  executing  the  same,  several  copies  of  this  agreement  may  be 
made,  each  of  which  shall  be  treated  as  an  original,  and  that 
the  signing  of  any  of  said  copies  shall  constitute  an  execution 
of  this  contract  by  the  person,  firm  or  corporation  signing  the 
same,  to  the  same  extent  as  if  all  the  signatures  made  in  the 
execution  of  this  agreement  were  affixed  to  a  single  copy  thereof. 
In  witness  whereof,  the  Managing  Committee  and  the  Depos- 
itary have  subscribed  to  an  original  hereof,  and  the  said  Bond- 
holders, parties  of  the  second  part,  have  subscribed  said  original 
or  a  counterpart  thereof,  all  as  of  the  day  and  year  first  above 
written. 

A.  B. 
C.  D. 
E.  F. 
Managing  Committee. 

The Trust  Company, 

Depositary, 

By   ,  Treasurer. 

Bondholders.  Par  Amount  of  Bonds. 


No.  257. 

Bond  Holders'  Agreement;  Corporation  in  Default  for 
Interest  on  Mortgage  Bonds. 

This  agreement  made  and  concluded  at this  ....  day  of 

,  19. .,  by  and  between  A.  B.,  C.  D.  and  E.  F.,  herein- 
after termed  the  "Committee"  parties  of  the  first  part,  and  such 
holders  of  the  first  mortgage  bonds  of  The  ....  Electric  Railway 

Company  secured  by  its  mortgage  dated  ,  19..,  as 

shall  become  parties  hereto  in  the  manner  hereinafter  provided, 
hereinafter  termed  "Bondholders,"  parties  of  the  second  part, 
witnesseth,  that 

Whereas,  said  The  ....  Electric  Railway  Company  issued  its 

first  mortgage  bonds  dated  ,  19 . . ,  secured  by  a  mortgage 

executed  by  said  Electric  Railway  Company  to  The  Trust 

Company  of  ....  as  trustee  and  recorded  . . . . ,  and  said  Elec- 
tric Railway  Company  has  made  default  in  the  payment  of  cer- 
tain of  its  obligations,  including  the  interest  due  on  said  bonds 

,  19. .,  and  receivers  have  been  appointed  for  the  property 

of  said  Electric  Railway  Company,  and  it  is  necessary  that  tlu> 


Form  257  OHIO   PRIVATE   CORPORATIONS.  288 

holders  of  said  bonds  unite  for  the  protection  of  their  common 
interests:  Now,  therefore,  the  depositing  bondholders,  said  par- 
ties of  the  second  part,  do  hereby  severally  agree,  each  with  the 
other  and  others  and  with  the  committee,  as  follows,  to  wit: 

FIRST.  This  agreement  shall  be  signed  by  the  memebers  of 
said  committee  and  deposited  with  The  ....  Trust  Company  of 
. . . . ,  hereinafter  termed  the  "Depositary."  The  holders  of  any  of 
such  mortgage  bonds  may  become  parties  to  this  agreement  and 
obtain  the  benefits  thereof  by  depositing,  on  the  terms  of  this 
agreement,  on  or  before  such  date  as  the  committee  may  fix  or 
limit,  their  bonds  with  the  coupons  for  interest  thereon  due  . . . . , 
19..,  and  subsequent  thereto.  Registered  bonds  must  be  accom- 
panied by  suitable  transfers  thereof. 

Such  depositing  bondholders  shall  receive  certificates  of  deposit 
issued  by  said  depositary  for  the  bonds  and  coupons  deposited, 
which  certificates  shall  be  in  such  form,  and  shall  be  transfer- 
able, subject  to  this  agreement,  in  such  manner  as  the  committee 
shall  approve.  Upon  the  transfer,  of  any  certificate  the  transferee 
shall  for  all  purposes  be  substituted  for  the  prior  holder  under  this 
agreement.  Each  depositor  hereunder,  and  each  holder  of  a  cer- 
tificate of  deposit  issued  hereunder,  and  each  transferee  of  any 
such  certificate,  shall  be  bound  by  all  the  provisions  of  this  agree- 
ment as  fully  as  if  he  had  signed  the  same.  The  committee  and 
the  depositary  may  treat  each  certificate  of  deposit  as  a  negotiable 
instrument  and  the  holder  for  the  time  being  as  the  absolute 
owner  thereof,  and  shall  not  be  affected  by  any  notice  to  the 
contrary. 

The  committee  in  its  discretion,  with  or  without  prior  publica- 
tion of  notice,  may  fix  or  limit  a  date  after  which  holders  of  such 
bonds  shall  not  be  entitled  to  deposit  their  bonds  hereunder:  and 
any  such  holders  who  fail  to  deposit  their  bonds  and  coupons  on 
or  before  any  date  so  fixed  or  limited  will  not  be  entitled  to  de- 
posit the  same  or  to  become  parties  to  this  agreement  or  to  share 
in  the  benefits  thereof,  and  shall  acquire  no  rights  hereunder;  but 
the  committee,  in  its  discretion,  either  generally  or  in  special  in- 
stances, and  on  such  terms  and  conditions  as  it  shall  prescribe, 
may,  by  a  written  direction  filed  with  said  depositary,  extend 
the  time  for  receiving  deposits  or  authorize  the  receipt  of  any 
deposit  at  a  later  date,  or  waive  any  default. 

Each  depositing  bondholder,  for  himself,  but  not  for  the  others, 
by  the  deposit  of  his  bonds,  assigns  and  transfers  the  bonds  and 
coupons  deposited  by  him,  to  the  committee  and  their  survivors 
and  their  successors,  as  joint  tenants,  and  agrees  that  the  com- 
mittees shall  be  vested  with  all  the  rights  and  powers  of  owners 
thereof;  and  all  bonds  and  coupons  deposited  shall  be  received  and 
held  by  the  depositary  subject  to  the  order  of  the  committee. 

SECOND.     The  depositing  bondholders  authorize  and  request 


289        FORMS— BONDHOLDERS'  AGREEMENTS.   Form  257 

the  committee  in  its  discretion,  as  owners  and  holders  of  said  de- 
posited bonds,  to  demand,  receive  and  collect  the  interest  and  prin- 
cipal of  the  deposited  bonds;  to  declare  due  the  principal  of  said 
bonds,  and  to  revoke  any  such  declaration;  to  request  the  trustee 
of  said  mortgage  to  institute  foreclosure  or  other  proceedings;  to 
institute  or  become  parties  to  any  legal  proceedings  which  any  of 
the  depositing  bondholders  may  institute  or  become  parties  to, 
and  to  become  parties  to,  or  exercise  control  over,  all  legal  pro- 
ceedings now  pending  or  hereafter  instituted  in  which  the  hold- 
ers of  said  bonds  are  or  may  be  interested,  including  the  right 
to  apply  for  receivers  or  for  the  removal  of  receivers  and  the  sub- 
stitution of  other  receivers ;  to  exercise  every  right  and  power  con- 
ferred upon  owners  or  holders  of  said  bonds  by  the  terms  thereof, 
or  by  the  mortgage  securing  the  same  or  otherwise;  and  generally 
to  do  any  and  all  things  which  the  committee  in  its  discretion 
may  deem  necessary  or  expedient  for  any  of  the  foregoing 
purposes,  or  for  the  protection  of  the  interests  of  the  depositing 
bondholders,  or  of  the  holders  of  the  certificates  issued  hereunder, 
or  for  the  purpose  of  carrying  out  any  of  the  provisions  of  this 
agreement;  it  being  hereby  expressly  declared  that  the  specifica- 
tion of  particular  powers  shall  not  be  construed  as  limiting  any 
of  the  general  powers  hereby  conferred. 

THIRD.  The  committee  may  borrow  such  sums  of  money  not 
exceeding  in  the  aggregate  three  percent  of  the  par  value  of  the 
bonds  which  shall  be  deposited  hereunder,  as  may  be  required 
for  the  purpose  of  paying  the  expenses  incurred  by  the  commit- 
tee hereunder,  and  the  reasonable  compensation  of  the  committee, 
and  it  may  charge  or  pledge  the  deposited  bonds  pro  rata  for  the 
redemption  of  any  sums  borrowed ;  and  if  any  sum  shall  be  col- 
lected by  the  committee  upon  the  deposited  bonds  and  coupons  the 
committee  may  apply  such  moneys  to  the  payment  of  any  sums 
so  borrowed,  and  to  the  payment  of  such  expenses  and  com- 
pensation. 

FOURTH.  The  committee  is  hereby  authorized  and  em- 
powered to  adopt,  or  approve  of,  a  plan  or  agreement  for  the  reor- 
ganization or  readjustment  of  the  interests  of  all  or  any  of  the 
bondholders  and  other  creditors  and  parties  interested  in  said  rail- 
way company,  which  plan  or  agreement  may  provide  for  the 
purchase  of  all  or  any  of  the  property  of  said  railway  company  at 
any  foreclosure  or  other  sale  and  for  the  organization  of  a  new 
Company  to  acquire  such  property  and  for  the  issue,  disposition 
and  distribution  of  all  or  any  of  the  stock  and  bonds  of  such  new 
Company,  and  for  raising  any  sums  in  cash  deemed  necessary  for 
improvements,  working  capital,  expenses  and  other  purposes.  Any 
such  plan  or  agreement  may  contain  any  terms  and  provisions  and 
may  confer  upon  the  committee,  or  upon  any  other  committee 
designated  in  such  plan  or  agreement  any  powers  which  the  com- 


Form  257  OHIO    PRIVATE    CORPORATIONS.  290 

mittee  hereunder  may  deem  reasonable  and  proper;  and  full 
power  and  discretion  in  that  behalf  is  hereby  conferred  upon  the 
committee,  subject  to  the  right  of  dissent  and  withdrawal  next 
hereinafter  referred  to.  When  the  committee  shall  have  adopted 
or  approved  of  any  such  plan  or  agreement,  a  copy  thereof  shall 
be  lodged  with  the  depositary  hereunder,  at  its  office  in  the  city 
of  . . . . ,  with  the  written  adoption  or  approval  thereof  en- 
dorsed thereon  by  majority  of  the  members  of  the  committee, 
and  thereupon  a  brief  notice  of  the  fact  of  the  adoption  or  ap- 
proval of  a  plan  or  agreement  of  reorganization  or  readjustment 
shall  be  published  by  the  committee  at  least  twice  in  each  week 
for  two  successive  weeks  in  two  newspapers  published  in  the  city 
of  . .  . .,  and  such  lodgement  of  said  plan  or  agreement  and  publi- 
cation of  notice  thereof  shall  be  conclusive  notice  to  all  depositing 
bondholders  and  to  all  holders  of  certificates  of  deposit  of  the 
adoption  or  approval  of  such  plan  or  agreement  by  the  commit- 
tee. Any  then  holders  of  certificates  of  deposit,  who,  within 
thirty  days  after  the  first  publication  of  such  notice,  shall  surren- 
der their  certificates  and  pay  a  ratable  amount  of  the  obligations 
and  expenses  and  reasonable  compensation  of  the  committee  to 
the  date  of  such  surrender  (not  exceeding  in  the  aggregate  three 
percent  of  the  par  value  of  the  deposited  bonds),  shall  there- 
upon be  entitled  to  withdraw  from  such  plan  or  agreement  and 
to  receive  from  the  depositary  the  respective  bonds  in  respect  of 
which  such  certificates  were  issued  (or  a  like  amount  of  bonds 
of  the  same  issue)  and  any  sums  realized  thereon  remaining  in 
the  hands  of  the  committee  and  such  certificate  holders  by  such 
withdrawal  shall  thereupon  and  without  any  further  act  be  re- 
leased from  this  agreement  and  cease  to  have  any  rights  here- 
under or  under  such  plan  or  agreement.  All  holders  of  certifi- 
cates who  shall  not  exercise  such  right  within  said  thirty  days 
after  such  first  publication  to  withdraw  the  bonds  in  respect  of 
which  their  certificates  were  issued  shall  be  conclusively  deemed 
to  have  finally  assented  to  and  adopted  such  plan  or  agreement 
(whether  they  had  actual  notice  or  not),  and  shall  be  bound  by 
all  the  terms  and  provisions  thereof  without  further  act  or  notice 
and  the  committee  shall  be  fully  authorized  to  carry  out  such  plan 
or  agreement  irrespective  of  the  parties  withdrawing,  and  shall 
have  full  power  and  authority  to  use,  transfer  or  deliver,  under 
or  in  accordance  with  such  plan  or  agreement,  the  deposited 
bonds  and  coupons,  which  shall  not  have  been  withdrawn  as 
aforesaid,  as  fully  as  though  such  plan  or  agreement  were  a  part 
hereof  and  had  been  expressly  assented  to  by  the  depositing  bond- 
holders and  the  holders  of  the  certificates  of  deposit  issued  here- 
under. 

FIFTH.     The    committee   undertakes    in   good    faith   to    en- 
deavor  to    protect   the    interests   of   the    depositing    bondholders 


291        FORMS— BONDHOLDERS'  AGREEMENTS.   Form  257 

under  this  agreement,  but  the  members  of  the  committee  assume 
no  further  responsibility.  In  case  the  committee  for  any  cause 
should  deem  it  inexpedient  to  proceed  further  under  this  agree- 
ment, it  shall  cause  notice  thereof  to  be  published  at  least  twice 

in  two  newspapers  in  the  city  of ,  and  shall  return  to  the 

holders  of  certificates  of  deposit  issued  hereunder  the  bonds  repre- 
sented by  such  certificates  (or  like  amount  of  bonds  of  the  same 
issue)  and  any  sums  realized  thereon  remaining  in  the  hands  of 
the  committee,  upon  surrender  of  the  respective  certificates  of 
deposit  and  payment  of  ratable  amounts  of  the  obligations,  ex- 
penses and  reasonable  compensation  of  the  committee. 

SIXTH.  The  committee  may  employ  such  counsel,  attorneys 
and  agents  as  it  may  deem  necessary  and  may  fix  the  compensa- 
tion for  their  services  and  may  make  such  other  expenditures  as 
it  shall  deem  necessary  for  any  of  the  purposes  of  this  agree- 
ment, and  it  may  procure  the  performance  of  any  of  the  matters 
herein  provided  for  by  agents,  trustees  or  substitutes. 

In  all  cases  a  majority  of  the  members  of  the  committee,  pres- 
ent in  person  or  by  proxy,  shall  constitute  a  quorum,  but  no  ac- 
tion shall  be  taken  except  with  the  assent  of  the  majority  of  the 
whole  committee,  such  assent  being  given  in  person  or  by  proxy 
at  a  meeting,  or  in  writing  without  a  meeting.  Such  action  of 
a  majority  shall  constitute  the  action  of  the  committee,  and  shall 
have  the  same  effect  as  if  assented  to  by  the  whole  committee. 

The  committee  shall  keep  a  record  of  its  acts  and  proceedings. 
Any  member  of  the  committee,  by  written  appointment,  may 
empower  any  other  member  of  the  committee,  or  any  person  ap- 
proved by  a  majority  of  the  remaining  members  of  the  commit- 
tee, to  vote  and  to  act  as  his  proxy  with  all  the  powers  of  the 
member  making  the  appointment.  Any  member  of  the  com- 
mittee may  at  any  time  resign  by  giving  notice  in  writing  to 
the  chairman  or  secretary  of  the  committee,  and  the  committee 
may  settle  any  account  or  transaction  with  such  member  or 
with  the  personal  representatives  of  a  deceased  member  and 
give  a  full  release  and  discharge  upon  any  such  resignation.  Any 
vacancy  in  the  committee  caused  by  resignation,  death,  or  other- 
wise, may  be  filled  by  appointment  in  writing  by  a  majority  of  the 
remaining  members ;  and  the  committee  may  in  like  manner  add 
to  its  number  by  appointing  an  additional  member  or  additional 
members.  All  title,  rights,  duties  and  powers  vested  in  the  com- 
mittee hereunder  shall  from  time  to  time  vest  in  the  members  of 
the  committee  for  the  time  being  without  any  further  appoint- 
ment, transfer  or  assignment  whatsoever.  The  present  or  future 
members  of  the  committee  may  be  or  become  pecuniarily  in- 
terested in  any  of  the  bonds  or  matters  which  are  the  subject  of 
this  agreement  including  the  right  to  become  members  of  any 
syndicate  formed  in  connection  therewith. 


Form  25?  OHIO    PRIVATE    CORPORATIONS.  292 

SEVENTH.  No  member  of  the  committee  shall  be  liable  in 
any  case  for  the  acts  of  the  other  members  or  of  the  depositary, 
nor  for  the  acts  of  any  attorney,  trustee  or  agent  selected  in  good 
faith,  nor  shall  any  member  be  personally  liable  for  any  error  of 
judgment,  or  mistake  of  law,  but  each  shall  be  liable  for  his 
own.  willful  malfeasance.  The  members  of  the  committee  shall 
be  entitled  to  receive  reasonable  compensation  for  their  serv- 
ices. The  holders  of  certificates  of  deposit,  by  receipt  of  any 
securities  or  cash  distributed  by  the  committee  and  surrender  of 
their  certificates,  release  and  discharge  the  committee  from  all 
liability. 

This  agreement  shall  extend  to  and  be  obligatory  upon  the 
respective  heirs,  executors,  administrators,  successors  and  as- 
signs of  the  parties  hereto. 

In  testimony  whereof,  the  members  of  the  committee  have 
hereunto  set  their  hands  the  day  and  year  first  above  written  and 
the  parties  of  the  second  part  have  executed  this  agreement  by 
depositing  their  bonds  and  coupons  and  accepting  certificates  of 
deposit  therefor. 


INDEX 


ABSTRACT  COMPANY—  PAGE 

Form  of  articles  of  incorporation  (2  forms) 73,  101 

ACCIDENT  INSURANCE  COMPANIES— 
Articles  of  incorporation,  forms  of 

employer's  liability,  accident  and  health 85 

life  and  accident 86 

life  and  accident  mutual  protective  association 87 

ACKNOWLEDGMENT— 

Forms  of,  by  corporation 217,  282,  241 

ADOPTION— 

Of  code  of  regulations 35,  111 

Of  code  of  by-Taws 46,  128 

ADVANTAGES— 

Of  corporate  form 3 

ADVERTISING— 

Novelty  company,  form  of  articles 73 

AGENCY  COMPANY— 

Form  of  articles 74,    98 

AGENT— 

Executive  officer  is  an 51 

AGREEMENT  (see  Contracts;  Subscriptions;  Directors). 

AGRICULTURAL  SOCIETY— 

Articles  of  incorporation,  form 164 

Farmers'  institute 

articles  of  incorporation,  form 160 

Township  society 

articles  of  incorporation,  form 164 

AMENDMENT— 

Articles  of  incorporation,  of 

generally   28 

forms   131,  134 

Regulations,  of,  forms 191 

AMUSEMENT  PARK  COMPANY— 

Form  of  articles 74 

ANIMALS— 

Society  for  prevention  of  cruelty  to 

articles  of  incorporation,  form  of 168 

293 


294  INDEX. 

ANNUAL—  PAGE 

Franchise  tax 

domestic  corporations 8 

foreign  corporations 62 

Meeting  of  stockholders 39,  185 

ARCHITECTURAL  COMPANY— 

Form  of  articles 74 

ARTICLES  OF  INCORPORATION— 

Generally    24 

Capital  stock 

suggestions  as  to  statement  of 27 

Filing  with  secretary  of  state 27 

Forms 

corporation   for  profit 71 

preferred   stock  clauses 72 

provision  in,  limiting  each  stockholder  to  one  vote  irre- 
spective of  stock  owned 73 

purpose  clauses 73,  105 

corporation  not  for  profit 154 

purpose  clauses 155,  164 

amendment   proceedings 131 

Location  of  corporation,  statement  of 

effect  on  taxation 25,     26 

Name 

suggestions  as  to 24 

Purpose 

suggestions  for  stating 26 

ASSIGNMENT— 

Of  stock 56 

Forms 

of  stock,  on  certificate 175 

of  subscription  to  stock 174,  175 

ASSOCIATED  CHARITIES— 

Form  of  articles 155 

ATTORNEY— 

To  transfer  stock 

secretary  usually  appointed 56 

AUDIT— 

Annual,  provision  in  regulations  for 118 

Company,  form  of  articles 74 

AUDITpR— 

Provision  in  regiilations  for 116 

AUTHORIZED— 

Capital  stock,  defined 14 

AUTOMOBILE— 

Livery  and  garage  company,  form  of  articles 100 

BAGGAGE— 

And  transfer  company,  form  of  articles 102 


INDEX. 


BAKING  COMPANY—  PAOI 

Form  of  articles 75 

BALLOT— 

Form  of \yj 

BAND  COMPANY— 

Form  of  articles 75 

BANK— 

Form  of  articles 75 

Deposit,  provision  in  by-laws  as  to 129 

BASE  BALL  CLUB  COMPANY— 

Form  of  articles 75 

BASIS— 

Of  capitalization 17 

BILL  OF  SALE— 

By  corporation,  form  of 218 

"BLUE  SKY"  LAW— 

Summary  of 20 

BOARD   (see  Directors). 

BOARD  OF  TRADE— 

Articles  of  incorporation,  form 157 

BOND  (see  also,  Bonds  below). 
Forma 

of  treasurer 227 

to  corporation  issuing  new  certificate  in  lieu  of  lost  certificate  227 
coupon   246 

BONDS— 

And  stock  distinguished 17 

And  preferred  stock,  relative  advantages  of 19 

Forms 

proceedings   authorizing 242,  243 

deed  of  trust  or  corporate  mortgage 244 

coupon  bond 246 

pooling  agreement 283 

bondholders'  agreement,  corporation  in  default  for  interest. .  287 

BONUS— 

Treasury  stock  given  as  a 18,  198,  197 

BOOKS— 

Stock  record 

transfer  book,  stock  ledger 180 

closing  of,  prior  to  annual  meeting 

provision  in  regulations  for 115 

Forms 

transfer  book  or  stock  journal 1 

stock  ledger   182 

BRICK  COMPANY— 

Form  of  articles . .  77 


2%  INDEX. 

BRIDGE  COMPANIES—  PAGE 

Ohio  river  bridge  company, 

form  of  articles 94 

BROKER— 

Company,  form  of  articles 99 

BUILDERS  EXCHANGE— 

Form  of  articles 156 

BUILDING  AND   LOAN  ASSOCIATION— 

Form  of  articles 75 

BUILDING  COMPANY— 

Office,  store,  hotel,  warehouse,  etc. 

form  of  articles  of  incorporation 76 

BUSINESS— 

Order  of,  provision  in  regulations  as  to 114 

College,  form  of  articles 76 

BUTCHERING  COMPANY— 

Form  of  articles 76 

BY-LAWS— 

Generally   46 

Distinguished   from   regulations 35 

Forms,  corporation  for  profit 128 

CALENDAR— 

Corporation,  form  of 178 

CALLS— 

For  stockholders  or  directors  meetings 41,  44 

Forms 

for  special  stockholders  meeting 189 

waiver  of 188 

for   special    directors   meeting 192 

on  stock  subscriptions 

resolution  of  directors 173 

notice  173 

notice  of  sale  of  stock  for  nonpayment 173 

CAPITAL  (see  also  Capital  Stock;  Capitalization). 

Distinguished  from  capital  stock 14 

CAPITAL  STOCK— 

Amount  of,  considerations  affecting 17 

Definitions   14,  15 

Distinguished   from   capital 14 

Distinguished  from  shares 14 

Increase  of 

right  of  stockholders  to  take  new  or  increased  stock 59 

waiver    of 59,  140 

Preferred 

defined    15 

advantages  over  bonds 19 

advantages  over  common  stock 19 

Ten  percent  payable  in  cash 

how  requirement  avoided,  in  part 59 


INDEX. 


297 


CAPITAL  STOCK— Continued. 

Forms  PAGE 

increase,  proceedings  for 135 

reduction,  proceedings  for 140 

statement  of,  in  articles  of  incorporation 71 

preferred  clauses  for  articles  of  incorporation 72 

certificates  of  stock 175,  178 

CAPITALIZATION— 

Suggestions  as  to 17 

Denned    16 

Bonds  included  in,  when 16 

Amount  of,  considerations  affecting 17 

Form,  preferred  and  common  stock;  bonds 19 

CAR  COMPANY— 

Form  of  articles 76 

CASH— 

Subscriptions  prima  facie  payable  in 

avoiding  requirement  as  to,  in  part 50 

CEMETERY  ASSOCIATION— 

Form  of  articles 157 

CERTIFICATE— 

Of  subscription  of  ten  percent  of  capital  stock 

generally   33 

Forms 

to  transcript  of  minutes 195 

of  secretary  to  copy  of  resolution 195 

of  subscription  of  ten  percent 109 

of  election  of  directors    (first) 120 

of  election  of  directors   (annual) 187 

of  amendment  to  articles  of  incorporation 134 

of  increase  of  capital  stock 135,  137,  139 

of  reduction  of  capital  stock 141 

of  dissolution,  corporation  for  profit 146,  147 

of  dissolution,  corporation  not  for  profit 147 

foreign  corporation,  retiring  from  state 152 

CERTIFICATE  OF  STOCK— 

Generally   55 

Attorney  to  transfer 58 

Defined    55 

Lost  or  destroyed 

registered  owner  may  vote  and  receive  dividends 57 

reissue  of 

form  of  regulation  as  to 1 12 

Negotiability  of 65 

Not  essential 55 

Pledge  or  hypothecation  of 

rights  where  transfer  not  registered  in  corporate  books 57 

Subscriptions  payable  in  installments,  practice  as  to 33 

Transfer  agent  or  registrar 56 

Forms 

common  stock    175 

preferred  stock 176 

preferred,  special  clauses i  177 

reserving  lien  to  secure  indebtedness  to  corporation 178 


298  INDEX. 

CERTIFICATE  OF  STOCK— Continued.  PACK 

Forms — Conti  nued. 

assignment  of 175 

transfer,  regulations  as  to 112 

lost,   regulation  as   to 112 

lost,  bond  to  corporation  issuing  new  certificate  in  lieu  of ....   227 

CHAIRMAN  OF  THE  BOARD— 

Duties,  powers,  etc 53 

CHAMBER  OF  COMMERCE— 

Form  of  articles 157 

CHARITABLE    CORPORATIONS— 

Homes,  form  of  articles 160 

CHARTER— 

Defined   24 

CHAUTAUQUA  ASSEMBLIES— 

Form  of  articles 158 

CHURCH— 

Articles  of  incorporation,  form  of 158 

Consolidation,  form  of  agreement  for 210 

CLAY  AND  BRICK  COMPANY— 

Form  of  articles 77 

CLUB— 

Regulations,  form  of 118 

Organization  as  corporation  for  profit,  advantage  in 48 

Articles  of  incorporation,  forms 

tennis    101 

athletic    156 

canoe    157 

musical   161,  162 

political    162 

social    163 

yacht 164 

CLUB  HOUSE— 

Corporation,  form  of  articles 158 

COAL   COMPANY— 

Form  of  articles 77 

CODE— 

Of  regulations,  forms  of 112,  118,  170 

Of  by-laws,  form  of 128 

COLLATERAL  LOAN  COMPANY— 

Form  of  articles 77 

COLLATERAL  NOTE— 

Forms   of 228,  229 

COLLEGE— 

Form  of  articles..  .    158 


INDEX.  299 

COMMERCIAL  PAPER—  PAGE 

Form  of  articles  of  company  dealing  in 99 

COMMITTEE— 

Standing  or  permanent,  of  directors 48 

Executive,  of  directors 48 

Finance    49 

Forms 

executive  committee 

regulation  authorizing 117 

regulation  authorizing,  another  form 117 

by  law  authorizing 129 

COMMON   CARRIER  COMPANY— 

Form  of  articles 78 

COMMON  STOCK— 

Relative  advantages  of  preferred  and 15,  19 

Defined    15 

Form  of  certificate 175 

COMPENSATION— 

Of  directors  and  executive  officers 52 

regulations  may  limit  or  provide  for 36 

CONSOLIDATION— 

Forms  of  agreement 

railroad  companies 199,  201 

religious    (societies 210 

CONSTRUCTION— 

Company,  forms  of  articles 78,    81 

CONTINUING— 

Existence  of  corporation 4 

Offer,  subscription  before  organization  as 10 

CONTRACTS— 

By  what  officers  signed 51 

Forms 

subscription  to  stock  before  organization 211 

subscription  to  stock  after  organization 108 

subscription  to  stock  on  separate  blank 109 

consolidation    199,  201,  210 

voting  trust 213 

stock    pooling 212 

options    219-  227 

bondholders,  corporation  in  default 287 

bond  pooling  283 

CONTROL— 

Of  corporation,  agreement  before  organization  as  to 10 

COOLING  COMPANY— 

Form  of  articles 74 

COOPERAGE  COMPANY— 

Form  of  articles 7  * 

CO-OPERATIVE  STORE  COMPANY— 

Form  of  articles 79 


300  INDEX. 

COPY PAGE 

Of  minutes,  form  of  certificate  of  secretary  to 195 

CORPORATE  SEAL— 

Affords  presumption  that  execution  of  instrument  is  authorized..     51 

CORPORATION— 

Advantages  of,  over  other  business  organization 3 

Agreement  to  form,  validity  of 10 

Foreign    62 

CORPORATION  FOR  PROFIT— 

Articles  of  incorporation,  form  of 71 

preferred  stock  clauses 72 

purpose  clauses  73- 105 

Organization  proceedings    106-  130 

CORPORATION  NOT  FOR  PROFIT— 

Expulsion  of  members 

form  of  regulation  providing  for 172,  124 

Forms 

articles  of  incorporation 154 

purpose  clauses 155-  164 

complete  articles  under  special  statutes 

agricultural   society 164 

township   agricultural  society 164 

charitable  trust  corporation 165 

endowment  fund  corporation 166 

society  for  prevention  of  cruelty  to  animals 168 

organization    record 168 

record  book  and  members'  signatures 169 

minutes   of   incorporators'  meeting  for   election  of   first 

trustees    169 

oath  of  trustees 170 

regulations    171 

assent  to  regulations 172 

COST— 

Of  incorporation 7 

COUNSEL— 

Regulation  providing   for 1  IS 

CREDIT  GUARANTY  INSURANCE  COMPANY— 

Form  of  articles 88 

CRIME— 

Corporation  to  prevent  and  punish 

form  of  articles  of  incorporation 156 

CUMULATIVE— 

Dividends  on  preferred  stock 176 

Voting 38 

DAIRY  COMPANY— 

Form  of  articles 79 

DEED— 

Form  of,  general  warranty  by  corporation 216 


INDEX. 


301 


DEED  OF  TRUST  OR  CORPORATE  MORTGAGE—  PAGB 

Form  of  244 

DEFINITIONS— 

Capital  stock  and  various  kinds  of  stock 

capital  stock 13 

nominal  capital   stock 14 

capital   14 

share  of  stock 14 

stock    14 

issued   stock 14 

unissued  stock 14 

treasury  stock 15 

preferred    stock 15 

cumulative  preferred  stock 15 

non-cumulative  preferred  stock 15 

common    stock 18 

full   paid  stock 16 

watered   stock 16 

Certificate  of   stock 55 

Syndicate    64 

DEPOSITS— 

Bank   129 

DEPOT— 

Union  company 

form  of  articles 105 

Interurban  company 

form  of  articles 103 

DIRECTORS— 

Generally   42-  48 

Committees  of 

executive   48 

finance   49 

powers   49 

unfair  use  of 50 

Compensation    45 

checks  on 35,  36,  116,  115 

Controlling  body  of  corporation,  board  is 11 

Dummy    23 

Election,  procedure 37 

Executive  committee 48 

Managing,  powers  of 65 

Meetings  of 44,  192 

regular    44 

special    44 

minutes    44,  193 

Minority,  executive  committee  as  a  device  to  exclude 50 

Minutes    44,  193 

Number  of 43 

usually  fixed   in  regulations 35 

may  be  fixed  by  resolution 35 

increase  or  decrease  of 

form  of  resolution  for 190 

increase,  change  of  management  by 43 

Powers  of 45 

Qualifications    '•  •  •  42 

Term  of  office 43 


302 


INDEX. 


DIRECTORS — Continued.  PAGE 

Vacancies,  how  filled 44 

Forma 

by-laws   1 

provisions  in  regulations  relating  to 113,  114,  116 

meeting,   first,   minutes 127 

meeting,   regular,   notice  of 192 

meeting,  special,  with  call,  notice,  waiver,  etc 192 

meeting,  regular  or  special,  minutes 193 

oath    128 

resignation  of 196 

resolution,   skeleton  form 194 

resolution,  making  call  on  stock  subscriptions 173 

resolution  declaring  dividend 194 

resolution  declaring  stock  dividend 197 

resolution  to  issue  stock  for  property 130 

resolution  accepting  donation  of  treasury  stock 196 

resolution  authorizing  bond  issue 242 

motion,  skeleton  form 194 

election  of 126,  185 

election  of,  ballot 187 

election  of,  certificate  of   ( first) 126 

election  of,  certificate  of  ( annual ) 187 

increase  in  number  of,  proceedings  for 190 

sale  of  stock  for  non-payment  of  calls,  notice  of 173 

resolution  for  reduction  of  capital  stock 141 

resolution  for  sale  of  entire  property 142 

resolution  for   filling  vacancy  on  board  caused  by  disquali- 
fication     195,  196 

DIRECTORY  COMPANY— 

Form  of  articles 79 

DISCRETION- 
CM  directors 

as  to  business  management 11,     45 

in    declaring    dividends 19 

Of  secretary  of  state,  form  of  articles  of  incorporation 27 

DISQUALIFICATION— 

Form  of  resolution  filling  vacancy  in  board  caused  by 195 

DISSOLUTION  OF  CORPORATIONS— 

Forms 

call  for  stockholders'  meeting 14o 

notice  of  stockholders'  meeting 145 

certificate  of  dissolution 

where  installments  of  capital  stock  have  been  paid 146 

where  no  installments  of  capital  stock  have  been  paid .  . .    147 

of  corporation  not  for  profit 148 

DIVIDENDS— 

Discretion  of  directors  to  declare 19 

Stock    dividends v 60 

On   preferred   stock 15,  176 

Forms 

resolution  of  directors   declaring 194 

stock  dividend,  resolution  declaring 197 

dividend  order 198 

permanent   dividend   order 198 


INDEX. 


908 


DOCK  COMPANY—  PAOE 

Form  of  articles  ..........................................  79 

DOMICILE   (see  Location). 

DRIVING  PARK  COMPANY— 

Form  of  articles  ...........................................  s(  > 

DRUG  STORE  COMPANY— 

Form  of  articles  .............................................  80 

DRY  GOODS  COMPANY— 

Form  of  articles  .............................................  80 

DUMMY— 

Incorporates   and   directors  ...................................  23 

DURATION  OF  CORPORATION  .............................  4 

EARNING   CAPACITY— 

As  basis  of  capitalization  ....................................  17 

ELECTION  OF  DIRECTORS— 

Generally    ..................................................  36 

Conducted    how  ..............................................  37 

Cumulative  voting  ............................................  38 

Inspectors   of  ................................................  37 

Procedure    ..................................................  37 

Quorum    ....................................................  40 

Vote,  who  entitleu  to  ......................................  37,  56 

Closing  of  transfer  books  ..................................  37,  1  15 

Forms 

minutes  of  stockholders'  meeting  ......................  185,  126 

proxies    .............................................  183,  184 

ballot   ..................................................  187 

certificate  of,  first  meeting  ................................  126 

certificate  of,  annual  meeting  .............................  187 

voting  trust  agreement  ...................................  213 

ELECTION  OF  EXECUTIVE  OFFICERS— 

By  directors  or  stockholders  ..................................  60 

Forms  of  minutes  or  directors'  meeting  .........................  129 

ELECTRIC  LIGHT  AND  POWER  COMPANY— 

Form  of  articles  .............................................  80 

ELEVATOR   COMPANY— 

Form  of  articles  .............................................  81 

EMPLOYERS'  LIABILITY  INSURANCE  COMPANY— 

Form  of  articles  .............................................  86 

EMPLOYES— 

Mutual  benefit  association  of,  form  of  articles  .................  162 

ENDOWMENT   FUND   CORPORATION— 

Form  of   articles  .............................................  1M 


ENGINEERING  AND  CONSTRUCTION  COMPANY— 

Form  of  articles  .  .          .......................................     81 


304  INDEX. 

PAGE 

EXCHANGE  OF  STOCK  FOR  PROPERTY 46,  59 

EXECUTIVE  COMMITTEE— 

Of   directors,   authorized   how 48 

As  a  device  to  exclude  minority  directors 50 

Forms 

regulation  authorizing 117 

regulation  authorizing,  another   form 117 

by-law   authorizing 129 

EXECUTIVE  OFFICERS— 

Generally    50 

Election  or  appointment  of 

by  stockholders 50 

by   directors 50 

Compensation    52 

Resignation  or  removal 52 

Powers    51 

presumption   as  to 51 

President    53 

Salaries,  checks  on 36 

Secretary 53 

Treasurer    54 

general  powers  and  duties 54 

Chairman  of  the  board 53 

Vice-president    53 

General  manager 54 

Managing    director 55 

EXPENSE— 

Of  incorporation 7 

EXPRESS  COMPANY— 

Form  of  articles 81 

FACTORY— 

Building  company,  form  of  articles 76 

FAMILY  ASSOCIATION— 

Form  of  articles 159 

FARM  LABORERS'  ASSOCIATION— 

Form  of  articles 160 

FARMERS'  INSTITUTE— 

Form  of  articles 160 

FEES— 

Organization,  saving,  by  small  capitalization 19 

FENCE— 

Company,  form  of  articles 81 

FIDELITY  AND  GUARANTEE   COMPANY— 

Articles  of  incorporation,  form  of 85 

FINANCE  COMMITTEE 48 

FINANCIAL— 

Acceptation  of  term  "capitalization" 16 


INDEX. 


305 


KIKE—  PAGE 

Corporation  to  prevent  and  discover 

form   of  articles 163 

FIRE  INSURANCE  COMPANY— 

Articles  of  incorporation,  form  of 85 

Mutual  protective  association 

articles  of  incorporation,  form  of 86 

FIRST  MEETING— 

Of  stockholders    34,  no 

Of  directors 127 

FISHERY  COMPANY— 

Form  of  articles 82 

FOREIGN  CORPORATIONS— 

Generally   62 

By-laws  of,  are  similar  to  regulations  of  Ohio  corporations 35 

Forms 

entering  state,  statement  by   (G.  C.  178) 148 

entering  state,  statement  by  (G.  C.  183) 150 

statement  of  increase  of  proportion  of  capital 153 

retiring  from  state,  certificate 152 

FOREIGN  INCORPORATION— 

When  advantageous 6 

FORMS— 

Articles  of  incorporation  of  corporation  for  profit 71 

preferred  stock  clauses 72 

provision  limiting  each  stockholder  to  one  vote  irrespective  of 

stock  owned   73 

purpose  clauses 

abstract  company    73 

advertising  novelty  company 73 

agency  company 74 

air  cooling  company 74 

amusement  park  company 74 

architectural    company 74 

audit  company 74 

baking  company 75 

band  company 75 

bank  and  trust  company 75 

base  ball  club  company 75 

building  and  loan  association 75 

building  company 76 

business  college 76 

butchering  company 76 

car  company 76 

clay  and  brick  company 

coal   company 77 

coal  company,  another  form 77 

collateral  loan  company 

commercial   school 77 

common  carrier  company 

construction  company 

construction  company;    another  form 

cooperage   company 

co-operative  store  company 

dairy  company 79 


306  INDEX. 

FORMS— Continued. 

Articles  of  incorporation  of  corporation  for  profit — Continued.      PAGE 

directory    company 79 

dock  and  warehouse  company 79 

driving  park  company 80 

drug  store  company 80 

dry  goods  and  notions  company 80 

electric  light  and  power  company 80 

elevator  company 81 

embalming  fluid  company 81 

engineering  and  construction  company 81 

express  company 81 

fence  company 81 

foundry    company 82 

fish  company 82 

freight  loading  company 82 

gas  and  electric  company 82 

natural  gas  company 83 

artificial  gas  company 83 

general  store  company 83 

glassware  company 83 

greenhouse  and  nursery  company 84 

heating  company 84 

hotel  and  restaurant 84 

house  furnishing  company 84 

insurance  companies 

employers'  liability,  accident  and  health  company ...  85 

fidelity  and  guarantee  company 85 

fire  insurance  company 85 

mutual  protective  insurance  association  ( fire,  etc. )  .  .  86 

life,  accident,  etc.,  insurance  company 86 

mutual  protective  association   (life  and  accident)  ...  87 

live  stock  insurance  company 87 

live  stock  mutual  protective  association 88 

credit  insurance  company 88 

interurban  and  street  railway  company 88 

iron  company 89 

light,  heat  and  power  company 89 

live  stock  company 89 

lodge  building  company 90 

lumber   company 90 

mail  order  company 90 

mail  tube  company 90 

manufacturing   company 91 

market  house  company 91 

mausoleum   company 91 

meat  market  company 91 

men's  furnishing  company 92 

mercantile  agency  company 92 

mercantile  or  trading  company 92 

messenger   service   company 92 

millinery   company 93 

milling  company 93 

mineral   springs  company 93 

mining   company 94 

motion  picture  company 94 

motion  picture  company ;  another  form 94 

musical  instrument  company 94 

oil  and  gas  company 95 

Ohio  river  bridge  company 94 


INDEX.  307 

FORMS— Continued. 

Articles  of  incorporation  of  corporation  for  profit — Continued.      PAGE 

oil  and  gas  company ;  another  form 95 

orchard  land  company 95 

pipe   line  company 96 

plumbing  and  heating  company 96 

pottery  company 96 

printing  and  publishing  company 96 

publishing  company 97 

railroad  company 97 

real  estate  company 98 

sales  agency  company 98 

sand  and  gravel  company 98 

sanitorium  company 98 

sanitorium  and  drug  company 98 

scenic  railway  company 99 

securities  company 99 

securities  company ;  another  form 99 

sewerage  company 99 

stock  yard  company 100 

taxicab  and  garage  company 100 

telephone  company 100 

telephone  company  ( local ) 100 

telephone  company    (mutual) 101 

tennis  club  company 101 

theater  company 101 

title  guarantee  and  trust  company 101 

towel  supply  company 102 

trade  secrets  and  patents  company 102 

transfer  company 102 

undertaking  company 102 

union  interurban  depot  and  terminal  company 103 

vessel  company 103 

warehouse  company 103 

waste  paper  and  junk  company 104 

water  transportation  company 104 

water  transportation  company;  another  form 104 

waterworks  company 104 

wine  or  liquor  company 105 

wrecking  company 105 

Articles  of  union  depot  company 105 

Record  of  organization  proceedings  of  corporation  for  profit 

(1)  Proceedings  of  incorporators 100 

(a)  order  for,  and  waiver  of  notice  of,  opening  books  of  sub- 
scription      107 

(b)  notice  of  opening  subscription  book 107 

(c)  order  designating  one  incorporator  to  receive  payment  of 
installment  on  subscriptions 108 

( d )  subscription  book 108 

(e)  separate  subscription  blank 109 

(f )  certificate  of  subscription  of  ten  percent 109 

(g)  order  for  first  stockholders  meeting 110 

( 2 )  Proceedings  of  stockholders 110 

(a)  notice  of  first  meeting  of  stockholders 110 

(b)  waiver  of  notice,  first  meeting  of  stockholders 110 

(c)  minutes  of  first  stockholders  meeting Ill 

(d)  regulations  of  corporation  for  profit 112 

( e)  regulations  of  a  club 118 

(f )  assent  of  stockholders  to  adoption  of  regulations '. .  126 

(g)  certificate  of  election  of  directors 126 


308  INDEX. 

FORMS — Continued.  PAGE 

(3)    Proceedings  of  directors 127 

(a)  minutes  of  first  directors  meeting 127 

(b)  oath  of  directors 128 

(c)  by-laws  of  corporation  for  profit 128 

(d)  resolution  of  directors  accepting  property  in  payment  for 
stock    130 

Amendments  to  articles  of  incorporation,  proceedings  for 

(a)  waiver  of  notice  of  stockholders  meeting 131 

(b)  notice  of  stockholders  meeting 131 

(c)  minutes  of  stockholders   meeting 132 

(d)  resolution  for  amendment  of  articles 132 

(e)  waiver  of  notice  of  amendment 133 

(f )  notice  of  amendment 133 

(g)  certificate  of  amendment 134 

Increase  of  capital  stock,  proceedings  for 

( 1 )  before  organization 

(a)  consent  of  subscribers 134 

(b)  certificate  of  increase 135 

(2)  after  organization 

(a)  waiver  and  agreement  to  increase 135 

(b)  notice  of  stockholders  meeting 136 

(c)  resolution  for   increase 137 

(d)  certificate  of  increase 137 

increase  by  preferred  stock 

(e)  written  assent  of  stockholders 138 

( f )  resolution  for 138 

(g)  certificate  of  increase 139 

waiver  by  stockholders  of  right  to  take  increased  stock. .  140 

Reduction  of  capital  stock;  proceedings  for 

(a)  consent  of  stockholders 140 

(b)  resolution  of  directors 141 

(c)  certificate    141 

Sale  of  entire  property  and  assets;  proceedings  for 

(a)  minutes  of  directors  meeting 142 

(b)  notice  of  stockholders  meeting 143 

(c)  waiver  of  notice  of  stockholders  meeting 143 

(d)  minutes  of  stockholders  meeting 144 

Dissolution 

call  for  stockholders  meeting 145 

notice  of  stockholders  meeting 145 

certificate  of 

corporation  for  profit 146 

corporation  for  profit,  no  installments  of  capital  paid  147 

corporation  not  for  profit 147 

Foreign  corporation 

entering  state,  statement  by   (G.  C.  178) 148 

entering  state,  statement  by    (G.  C.  183) 150 

statement  of  increase  of  proportion  of  capital 153 

retiring  from  state,  certificate  of 152 

Corporation  not  for  profit        » 

articles  of  incorporation 154 

purpose    clauses 155-164 

associated    charities 155 

association  for  apprehending  horse  thieves 156 

athletic   club 156 

athletic   club ;    another   form 156 

builders'   exchange 156 

canoe  club 157 

cemetery  association 157 


INDKX. 

FORMS — Continued. 

Corporation  not  for  profit — Continued.  PACK 

chamber  of  commerce 157 

charitable  trust;  corporation  to  administer 157 

Chautauqua  assembly 158 

church  or  religious  society 158 

club   house  corporation 158 

college    158 

consumers  league   ( ruling  organization) 159 

deaconess  home 159 

family  association 159 

farmers   institute   society 160 

farm  laborers  association 160 

free  loan  association 160 

home  for  indigent  and  aged  women 160 

hospital     160 

improvement  association 161 

law  and  order  league 161 

merchants  exchange   ( leaf  tobacco) 161 

musical  club 161 

musical  club ;    another  form 162 

mutual  benefit  association  of  employees 162 

benevolent  mutual  aid  association 162 

political  club 162 

public  library 162 

retail   merchants   association 163 

salvage    163 

social  and  improvement  club 163 

social  settlement  association 163 

yacht  club 164 

young  men's  Christian  association 164 

complete  articles  of  incorporation  of 

agricultural  society 164 

township  agricultural   society 164 

charitable  trust,  corporation  to  administer 165 

endowment  fund  corporation 166 

fraternal  benefit  society 167 

society  for  prevention  of  cruelty  to  animals 168 

Organization  record  of  corporations  not  for  profit 168 

(a)  record  book  and  members'  signatures 169 

(b)  minutes  of  meeting  of  incorporators  for  election  of  first 
trustees    169 

(c)  oath  of  trustees 170 

( d )  regulations    170 

(e)  written  assent  to  regulations 172 

Miscellaneous  forms  relating  to  organization  and  management 

resolution  of  directors  for  call  on  stock  subscriptions 173 

notice  of  call  on  stock  subscriptions 173 

notice  of  sale  of  stock  for  non-payment  of  calls 173 

receipt  for  installment  payment  on  stock 174 

transferable  receipt,  for  installment  payment  on  stock 174 

transferable  receipt,  assignment  of 174,  175 

certificate  of  common  stock 176 

certificate  of  preferred  stock 176 

special  clauses  for  preferred  stock  certificates 177 

certificate  of  stock  reserving  lien  to  secure  indebtedness  to 

corporation   1 

corporation  calendar i .  1 

stock  records 180 


310  INDEX. 

FORMS — Continued.  PAGE 

Miscellaneous  forms  relating  to  organization  and  management — Cont'd. 

transfer  book  or  stock  journal 181 

stock  ledger 182 

proxy 

one   specified   meeting 183 

all  meetings  within  specified  time 183 

general    184 

revocation  of 184 

stockholders  meetings 

annual,   notice   of 185 

annual,   minutes 185 

annual,    ballot 187 

annual,  inspectors  certificate  of  election 187 

special,  waiver  of  call  and  notice 188 

special,  call  for,  by  stockholders,  etc 189 

special,  call  for,  by  resolution  of  directors 18ft 

special,    notice 189 

special,  minutes 190 

amendment  of  regulations,  assent  to 191 

amendment  of  regulations,  resolution  for 191 

Directors  meetings 

regular,    notice 192 

special,  call  for 192 

special,    notice 192 

special,  waiver  of  notice 193 

minutes    193 

resolution  authorizing  compromise  of  claim 194 

certificate  to  transcript  of  minutes 195 

certificate  by  secretary  to  resolution 195 

resignation  of  director  or  officer 196 

resolution  filling  vacancy  caused  by  disqualification 195 

resolution  of  directors,  accepting  donation  of  treasury  stock.  .  196 

donation  of  treasury  stock 197 

resolution  of  directors,  ratifying  unauthorized  act  of  officer. .  197 

resolution  of  directors  declaring  stock  dividend 197 

resolution   declaring  cash   dividend 194 

Miscellaneous 

dividend   order    198 

dividend  order,  permanent 198 

directors,  increase  in  number,  resolution  of  stockholders  for. .  190 

railroad  consolidation  agreement 199 

railroad  consolidation  agreement;   another  form i . .  201 

lease  of  railroad 204 

release,  by  property  owner,  to  railroad  company,  of  damages 

for  occupation  of  street 208 

deed  of  land  to  interurban  traction  company  for  railroad  pur- 
poses     208 

deed  of  right  of  way  to  railroad  company 209 

consolidation  of  religious  societies,  agreement 210 

agreement  to  subscribe  for  stock  in  corporation  not  yet  or- 
ganized     211 

stock  pooling  agreement 212 

voting  trust  agreement 213 

consent  by  corporation  to  use  of  similar  name  by  new  corpo- 
ration      216 

deed ;  general  warranty,  by  corporation 216 

acknowledgment  by  corporation 217,  241 

bill  of  sale  by  corporation,  of  assets,  etc.,  with  agreement  of 

officers  not  to  re-engage  in  business 218 


INDEX. 

FORMS — Continued. 

Miscellaneous — Continued.  PAGE 

option  on  manufacturing  plant 219 

option,  by  corporation,  on  manufacturing  plant 220 

option,  to  purchase  stock 222 

option  to  purchase  stock  at  "book  value;"  certificates  to  be 

deposited  with  a  trust  company 222 

option  contract  to  purchase  stock,  if  vendee  desires  to  resell. .  226 

option  to  deliver  stock  (a  "put") 226 

option  to  purchase  stock    (a  "call") 226 

bond  to  corporation  issuing  new  certificate  in  lieu  of  certificate 

lost  or  destroyed 227 

bond  of  treasurer  of  corporation 227 

collateral    note 228 

collateral  note,  another  form 229 

syndicate   agreement 230 

Underwriting    agreement 237 

Underwriting  agreement,  another  form 239 

Power  of  attorney  to  managing  agent 241 

Bond  issues 

resolution  of  directors  authorizing 242 

resolution   of   stockholders   ratifying 243 

written  assent  of  stockholders  to  issue  of  convertible  bonds . .  244 

coupon  bond 246 

deed  of  trust,  or  mortgage,  by  corporation  to  secure 244 

bond  pooling  agreement 283 

bondholders  agreement,  corporation  in  default  for  interest...  287 

FOUNDRY  COMPANY— 

Form  of  articles 82 

FRANCHISE  FEE  OR  TAX 8 

Saving  in,  by  low  capitalization 19 

Foreign   corporations 62,     64 

FRATERNAL  BENEFIT  SOCIETY— 

Articles  of  incorporation,  form  of 167 

FREIGHT— 

Loading  company,  form  of  articles 82 

FULL  PAID  STOCK— 

Denned   * 16 

GARAGE  COMPANY— 

Form  of  articles 100 

GAS  COMPANY— 

Form  of  articles 82,     83 

GENERAL  MANAGER— 

Duties,  powers,  etc *4 

Form  of  regulation  providing  for 115 

GENERAL  STORE  COMPANY— 

Form  of  articles 

GLASSWARE  COMPANY— 

Form  of  articles °* 


312  INDEX. 

GOOD  WILL—  PAGE 

As  an  asset 25,  47 

GREENHOUSE  COMPANY— 

Form  of  articles 84 

HEATING  OR  COOLING  COMPANY— 

Form  of  articles 84 

HOSPITAL— 

Form  of  articles 16t 

HOTEL— 

Building  company,  form  of  articles 76 

Company,  form  of  articles 84 

HOUSE— 

Wrecking  company,  form  of  articles 10S 

Furnishing  company,  form  of  articles 84 

HUMANE  SOCIETY— 

Form  of  articles 168 

IMPROVEMENT  ASSOCIATION— 

Form  of  articles 161 

INCORPORATION— 

Selection  of  state  for 6 

Foreign,  when  advantageous 6 

Domestic,  when  preferable 6 

Expense  of    7 

Transactions    before 9 

Subscriptions  to  stock,  before 10 

Procedure,  outline  of 28 

Of    partnerships 60 

Transactions  prior   to 61 

INCORPORATORS— 

Generally   28 

Practice  in  receiving  payment 31,  34 

Liability  under  certificate  of  subscription,  guarding  against 34,  108 

Qualifications   23 

Forms 

proceedings  of,  corporation  for  profit 10S 

proceedings  of,  corporation  not  for  profit 169 

INCREASE— 

In  number  of  directors,  change  of  management  by 11 

INCREASE  OF  CAPITAL  STOCK— 

Generally    59 

Increased  or  new  stock 

right  of  existing  stockholders  to  take 59 

waiver  of 59 

stock  dividend  from 60 

may  be  issued  for  property 46 

Purpose  of,  after  organization  with  small  capital 59 

Forms 

before  organization 

consent  of   stockholders 134 

certificate  of   increase.  .                                                             .  136 


INDEX.  31g 

INCREASE  OF  CAPITAL  STOCK— Continued. 

Forms — Continued.  PAOB 

after  organization 

waiver  and  agreement  of  stockholders 134 

notice  of  meeting  of  stockholders 13C 

resolution   for   increase 137 

certificate  of  increase 137 

increase  by  preferred  stock 

written  assent  of  stockholders 138 

resolution    for 133 

certificate  of   increase 13g 

INFORMATION— 

Right  of  stockholders  to 11 

INSPECTORS  OF  ELECTION— 

Forms  of  certificates  by 187,  129 

INSTALLMENTS— 

On  subscriptions,  transferable  receipt*  for 33,  174,  17i 

INTERLINEATION— 

Articles  of  incorporation  not  to  be  corrected  by 28 

INTERURBAN  DEPOT  AND  TERMINAL  COMPANY— 

Form  of  articles 1M 

INTERURBAN  RAILROAD— 

Form   of  articles 88 

Depot  and  terminal  company,  form  of  articles 10t 

IRON— 

Company,  form  of  articles 80 

ISSUE— 

Of  stock  for  property  or  services 46,     10 

ISSUED  STOCK— 

Denned    14 

LAND— 

Company,  form  of  articles 98 

Office,  hotel,  factory,  etc.,  building  company,  form  of  articles 76 

Orchard  company,  form  of  articles 9i 

LAW  AND  ORDER  LEAGUE— 

Form  of  articles 161 

LEDGER— 

Stock,   form  of 18§ 

LIABILITY— 

Limited,  a  feature  of  corporations J 

Of  corporation 

for  acts  of  promoters 

Of  directors,  officers  and  agents 48,    51 

Of  incorporators  under  certificate  of  subscription 

guarding   against '* 

Of  stockholders 

in  general 

on  watered   stock 47 


314  INDEX. 

LIEN —  PAGE 

On  stock  in  favor  of  corporation 178 

LIGHT,  HEAT  AND  POWER  COMPANY— 

Form  of  articles 89 

LIMIT— 

On  votes  of  stockholders 

form  of  provision   in   articles 73 

LIMITATION— 

On  officers'  salaries,  in  regulations 36 

form  of 116 

LIMITED— 

Partnership,   compared   with  corporation 3 

Liability,  a  feature  of  corporation 3 

LIVE  STOCK  COMPANY— 

Form  of  articles 89 

LIVE  STOCK  INSURANCE  COMPANY— 

Articles  of  incorporation,  form  of 87,     88 

LOAN  COMPANY— 

Free  loan  association,  form  of  articles 160 

LOCATION— 

Generally    25 

LODGE— 

Building  company,  form  of  articles 90 

Ruling  organization,  form  of  articles 159 

LOOSE  LEAF— 

Minute  book 29 

LOST— 

Certificate  of  stock 

registered  owner  may  vote  and  receive  dividends 55 

reissue  of,  regulations  as  to,  form  of 112 

LUMBER  COMPANY— 

Form  of  articles 90 

MAIL— 

Tube  company,  form  of  articles 90 

Order  company,  form  of  articles 91 

MANAGEMENT— 

Organization  and,  of  corporations 1 

Change  in  policy  of,  by  increasing  number  of  directors 11,     43 

MANAGER— 

General,  of  corporation 54 

form  of  regulations  providing  for 115 

Syndicate    65 

MANAGING  DIRECTOR— 

Duties  and  powers 55 


INDEX.  315 

MANUFACTURING  COMPANY—  PACK 

Form  of  articles  .............................................  01 

MARKET  HOUSE  COMPANY— 

Form  of  articles  .............................................  91 

MAUSOLEUM  COMPANY— 

Form  of  articles  .............................................  91 

MEETINGS— 

Minutes   ....................................................  42 

Directors 

regular   .................................................  44 

special    .................................................  44 

minutes    ................................................  44 

Stockholders 

conduct  of   ...........................................  39,     37 

quorum    ................................................  40 

regulations,  adoption  of  ...................................  36 

annual  or  regular  meetings  ...............................  39 

special  meetings  ..........................................  41 

Forms 

directors,  regular,  notice  of  ...............................  192 

special,  call  for  ......................................  192 

special,    notice  of  ....................................  192 

special,  waiver  of  notice  ..............................  193 

minutes,  regular  or  special  ............................  193 

motion,  skeleton  form  ................................  194 

resolution,  skeleton  form  .............................  194 

stockholders 

first,  notice  of  .......................................  110 

first,  waiver  of  notice  ................................  110 

annual 

notice  of  .........................................  185 

notice  of,  certificate  of  secretary  to  ................  186 

minutes  of  .......................................  185 

ballot   ..........................................  187 

inspectors  certificate  of  election  ...................  187 

special 

waiver  of  call  and  notice  .........................  188 

call  for,  by  stockholders,  etc  .....................  189 

call  for,  by  resolution  of  directors  .................  189 

notice    ..........................................  189 

minutes    ........................................  190 

motion,  skeleton  form  ................................  191 

resolution,   skeleton  form  .............................  190 

MEMBERS— 

Of  corporation  not  for  profit 

form  of  regulation  for  expulsion  of  .......................  172 

MERCANTILE  AGENCY  COMPANY— 

Form  of  articles  ............................................. 

MERCHANTS'  EXCHANGE— 

Form  of  articles  .............................................  *»• 


MESSENGER  COMPANY— 

Form  of  articles  ............................................. 


316  INDEX. 

MILLING  COMPANY—  PAGE 

Form  of  articles   93 

MINERAL  SPRING  COMPANY— 

Form  of  articles 93 

MINING  COMPANY— 

Form   of   articles 94 

MINORITY— 

Stockholders,  cumulative  voting 38 

MINUTE  BOOK 29,     42 

MINUTES— 

Of  stockholders  and  directors  meetings 42 

Of  first  stockholders  meeting 29 

Of  directors  meetings 44 

Forms 

first  meeting  of  stockholders Ill 

annual  stockholders  meeting,  with  notice,  etc 185 

special  stockholders  meeting,  with  call,  notice,  etc 186 

for  amendment  of  articles 132 

for  increase  of  capital  stock 137,  138 

for  sale  of  entire  assets 144 

to  authorize  bond   issue 243 

directors  meetings 

first    127 

regular  or  special,  with  call,  notice,  waiver,  etc 192 

for  sale  of  entire  assets 142 

certificate  of  secretary  to  transcript  of 195 

MORTGAGE— 

Form  of  corporation,  or  deed  of  trust,  securing  bond  issue 244 

MOTION  PICTURE  THEATRE— 

Form  of  articles 94 

MUTUAL  BENEFIT  ASSOCIATION— 
Form  of  articles 

employes    162 

benevolent   162 

NAME— 

Of  corporation  for  profit 24 

Forms 

consent  by  corporation  to  use  of  similar  name  by  new  corpo- 
ration       216 

NATIONAL  BANKS— 

Liability  of  stockholders  of 13 

NATURAL  GAS  COMPANY— 

Forms  of  articles 95 

NOMINAL— 

Or  authorized  capital   stock 14 


INDKX. 

NOTICE—  PAGE 

Stockholders   special   meetings,  of 41 

Forms  of 

call  on  stock 173 

sale  of  stock  for  non-payment  of  call 173 

first  meeting  of   stockholders 110 

annual  meeting  of  stockholders 185 

annual  meeting  of  stockholders,  certificate  of  secretary  to...  186 

special  meeting  of  stockholders 189 

regular  directors  meeting 192 

special  directors  meeting 192 

opening  subscription  books 107 

NUMBER— 

Of  directors 43 

usually  fixed  in  regulations 35 

increase  or  decrease 43 

Of  incorporators 23 

NURSERY  COMPANY— 

Form  of  articles 84 

OATH— 

Of  office,  directors  and  trustees 

forms  of 128,  170 

OBJECT,  see  Purpose. 

OFFER— 

Subscription  to  stock  before  organization,  as  a  continuing 10 

OFFICE— 

Principal,    location   of 25 

OFFICERS  AND  AGENTS  (see  Executive  Officers). 

Generally    50 

OHIO  RIVER  BRIDGE  COMPANY— 

Form  of  articles 94 

OIL  COMPANY— 

Form  ol  articles 95 

OPTION— 

Forms 

on  manufacturing  plant 219 

by  corporation,  on  manufacturing  plant 220 

to    purchase    stock 222 

to  purchase  stock  at  book  value,  etc 222 

to  purchase  stock  if  vendee  desires  to  sell 228 

to  purchase  stock    (a  call) 22(1 

to  deliver  stock    ( a  put) 228 

in  stock  pooling  agreement 212 

ORCHARD  COMPANY— 

Form  of  articles 95 

ORDER— 

Of  incorporators,  designating  one  incorporator  to  receive  in-Lill 

ments  on  stock 34,   10H 

Of  business,  provision  in  regulations  as  to 114 


318  INDEX. 

ORGANIZATION—  PAGE 

And  management  of   corporations 1 

Of  corporation 

control,  contract  between  individuals  for. 10 

procedure   outlined 22 

transactions  prior  to 9 

to  take  over  partnership  or  another  corporation 60 

Forms 

proceedings,  corporation  for  profit 106-130 

proceedings,  corporation  not  for  profit 168-172 

ORGANIZED— 

When  corporation  is 9 

OVERVALUATION— 

Of  property  received  for  stock 17,     47 

PAID-UP  STOCK 16 

PAR— 

Value  of  shares,  suggestions 27 

PARTNERS— 

Syndicate  subscribers,  when  liable  as 65 

PARTNERSHIP— 

And  corporation  compared 3 

Syndicate,  when  a 65 

Incorporation  of 60 

liability  of  corporation  for  debts  of 61 

PATENTS— 

Form  of  articles  of  company  dealing  in 102 

PAYMENT— 

Of    subscriptions 31,     46 

PERSONAL  PROPERTY— 

Of  corporation,  avoiding  high  taxation 26 

PIPE  LINE  COMPANY— 

Form  of  articles 96 

PLACE— 

Or  state,   in  which  to  incorporate 6 

PLACE  OF  BUSINESS,  see  Location. 

PLEDGE— 

Forms  of  collateral  notes 228,  229 

PLUMBING  COMPANY— 

Form  of  articles 96 

POOLING  AGREEMENTS— 

Forms 

stock    212 

bonds   .  .   283 


INDEX. 


310 


POTTERY  COMPANY—  PAGE 

Form  of  articles 94 

POWER  OF  ATTORNEY— 
Forms  of 

managing  agent,  to 24 1 

proxies  183,  184 

dividend  orders 108 

POWERS— 

Of  executive  officers 51 

Of  stockholders 11 

Of  directors 45 

PREFERRED  STOCK— 

Defined     15 

Relative  advantages  of  common,  preferred  and  bonds 19 

Voting  rights  of 15 

Forms 

clauses,  in  articles  of  incorporation 72 

certificate    of 175 

certificate,    special   clauses   for 177 

proceedings  for  increase  of  capital  stock  by 138 

PRESIDENT— 

Compensation    52 

Authority    52 

Forms  of  provisions  in  regulations  relating  to 113 

PRESUMPTION— 

Authority  of  officers  and  agents 51,  52 

PRINCIPAL  OFFICE  OR  PLACE  OF  BUSINESS 25 

PRINTING  AND  PUBLISHING  COMPANY— 

Form  of  articles 98 

PROCEDURE— 

Organization,    outlined 22 

For  election  of  directors 37 

PROMOTERS— 

Agreements    between 9,  10 

Syndicates   as 68 

PROPERTY— 

Exchange  of,  for  stock 46 

on  increase  of  capital  stock 59 

Partnership,  transfer  to  successor  corporation 60 

Forms 

sale  of  entire,  proceedings  for 1 

stock  issued  for,  resolution  of  directors  authorizing 130 

PROXY— 

Defined    

Forms  ot 183,  II 

revocation  of , 184 

PUBLISHING— 

Company,  form  of  articles * ' 


320  INDEX. 

PURPOSE —  PAGE 

Articles  of  incorporation,  how  stated  in 26 

Forms 

statements  of,  in  articles  of  incorporation 

corporation  for  profit 73-105 

corporation   not   for    profit 155-164 

QUALIFICATIONS— 

Of  incorporators 23 

directors    36 

officers    50 

QUORUM— 

Of   stockholders 40 

Of  directors 44 

RAILROAD  COMPANY— 

Form    of   articles 97 

RATIFICATION— 

By  stockholders  for  certain  acts  of  directors 12 

Forms 

of  bond  issue,  by  stockholders 243 

of  sale  of  entire  property,  by  stockholders 144 

of  unauthorized  act  of  agent,  by  directors 197 

REAL  ESTATE— 

Form  of  deed  by  corporation 216 

Corporation  formed  to  deal  in 

articles  of  incorporation,  form  of 98 

Buildings,  corporation  to  construct  and  maintain  certain,  form  of 

articles    76 

REAL  ESTATE  COMPANY— 

Form  of  articles 98 

RECEIPT— 

Transferable,  for  installment  payments  on  subscriptions 33 

Form  of,  for  installment  payments  on  stock 174,  175 

RECORD— 

Minute  book,  or  corporate 29,  42 

Of  organization  proceedings 

preparation  in  advance 29 

Stock,  forms  of 181,  182 

contents    30 

REDUCTION  OF  CAPITAL  STOCK— 

Purpose  of 60 

Forms  of  procedure 140 

REGISTRARS  AND  TRANSFER  AGENTS 56 

REGISTRY  OF  TRANSFER  OF  STOCK  ON  CORPORATE 
BOOKS- 
HOW    made 56 

Closing  of,  rmor  to  elections 37 

Attorney  to  transfer,  secretary  usually  appointed 56 

REGULAR— 

Meetings  of   stockholders 39 

Meetings  of   directors 44 


INDEX.  321 

REGULATIONS—  PACK 

Generally    ..................................................  35 

Purpose  of  ................................................  36 

Provisions  in 

salaries  of  directors  and  officers  may  be  limited..  ...........  36 

number  of  directors  ...............  *  .......................  35 

Forms 

corporation  for  profit 

code  of  ..............................................  112 

special   provisions  in  .................................  1  IS 

of   a  club  ...........................................  118 

written  assent  to  ....................................  126 

corporation  not  for  profit,  code  ...........................  170 

amendment  of 

written  assent  to  ....................................  191 

resolution  for  ........................................  191 

RELIGIOUS  SOCIETIES— 

Form  of  articles  .............................................    158 

Consolidation 

form  of  agreement  .......................................   210 

REMOVAL— 

Of    oflBcers  ...................................................     52 

RESIGNATION— 

Of  directors  .................................................  45 

Of  officers  ...................................................  52 

Form  of  .....................................................  196 

RESOLUTION— 

Fixing  number  of  directors  by  ................................     25 

Forms 

miscellaneous    ...................................  190,  194,  195 

certificate  of  secretary  to  ................................    195 

RETAIL  MERCHANTS  ASSOCIATION— 

Form  ol  articles  .............................................    163 

RETIREMENT— 

Of  foreign  corporation,  from  state 

form  of  certificate  .......................................    152 

REVOCATION— 

Of  proxy,  form  of  ...........................................    184 

RIGHT  OF  WAV- 

Forms  of  deeds  ...........................................  208,  209 

RULING  ORGANIZATION— 

Articles,   form   of  ............................................   159 


SALARIES— 

Of  directors  and  officers  ...................................  36, 

checks   on  .............................................. 

Forms  of  regulations  as  to  ................................  116.  1  1* 

SALE— 

Stock  and  bonds  of,  act  regulating  ("Blue  Sky  Law")  .......... 


322  INDEX. 

SALE  OF  ENTIRE  PROPERTY—  PACK 

Forms 

minutes  of   directors  meeting 142 

notice  of  stockholders  meeting 143 

waiver  of  notice  of  stockholders  meeting 143 

minutes  of  stockholders  meeting 144 

SALES  AGENCY  COMPANY— 

Form   of   articles 98 

SALVAGE  CORPORATIONS— 

Form  of  articles 163 

SAND  AND  GRAVEL  COMPANY— 

Form  of  articles 98 

SANITORIUM— 

Form  of  articles 98 

SEAL— 

Effect  of 61 

SECRETARY— 

Duties  and  powers 53 

Attorney  to  transfer  stock,  is  usually  appointed 56 

Forms 

certificate  by,  to  transcript  of  minutes 195 

provisions  in  regulations  relating  to 113,  116 

SECURITIES— 

Company,  form  of  articles 99 

Sale  of  ("Blue  Sky"  Law) 

summary  of 20 

SEWERAGE  COMPANY— 

Form  of  articles 99 

SHARES  OF  STOCK— 

Defined    14 

Word   "stock"   equivalent  of 14 

Par  value  of,  suggestions 27 

Taxation  of 58 

Transferable,  advantages  of 3 

SINGLE  PURPOSE— 

Of   corporation 26 

SOCIAL  SETTLEMENT  ASSOCIATION— 

Form  of  articles 163 

SPECIAL— 

Meetings  of  stockholders 41,  188 

Meetings  of  directors 44,  192 

STATE— 

In  which  to  incorporate,  selection  of 6 


INDEX.  323 

STOCK—  PAGE 

Definition  and  kinds  of 13 

capital  stock 14 

issued  stock 14 

unissued  stock 14 

treasury  stock 15 

preferred    stock 15 

Bonds  and,  distinguished 19 

Books 180 

Preferred,  and  bonds,  relative  advantages  of 19 

Common   and   preferred,   distinguished 15 

Original  issue  of,  should  be  full  paid 18 

Common 

defined    18 

dividends   on 19 

Corporation  organized  to  deal  in,  form  of  articles 99 

Exchange  of  property  for 

rules  as  to 40 

power  of  directors 46 

Par  value  of  shares,  suggestions 27 

Pledge  or  hypothecation  of 

practice  as  to 57 

Pooling   agreement,   form   of 212 

Preferred 

defined    15 

distinguished  from  common 15 

forms 

clauses   in   articles 72 

certificate  of 176 

Record    180 

Taxation   of 38 

Voting  of 

cumulative    38 

by    proxy 38 

by  registered  stockholder 37 

transferee    37 

Forms 

subscriptions  to,  in  book 108 

subscriptions,  separate 109 

subscriptions,  calls  on 173 

certificates  of 175-178 

resolution  of  directors  authorizing  issue  of  for  property....  130 
agreement  to   subscribe  for,  corporation  to  be  organized   in 

future    211 

pooling  agreement 212 

option  to  purchase 222 

option  to  purchase  "book  value,"  etc 222 

option  to  resell 226 

transfer  book  or  journal 181 

ledger    182 

STOCK  BOOKS   180-182 

STOCKHOLDERS— 

Rights  and  powers  of,  generally 11 

Election  of  directors 

how  conducted   36 

minutes  of  meeting  for,  form 185,  126 

Liability  of  .„ 13 

Majority,   power  of 11 


324  INDEX. 

STOCKHOLDERS— Continued.  PAGE 

Meetings 

conduct  of 39 

minutes    of 42 

motions  and  resolutions 42 

first 

notice  of 34 

regulations  adopted  at 35 

regular  or  annual 39 

notice  39 

closing  stock  transfer  books 39 

presiding  officer,  etc 39 

quorum    40 

order   of   business 40 

special    41 

call  or  order  for 41 

what  business  may  be  transacted  at 41 

provided  for  by  statute  for  specified  purposes 41 

Powers  of 11 

Forms 

subscriptions  to  stock 108 

proceedings  of,  organization 110 

meetings,   first Ill 

meetings,   annual 185 

meetings,    special 188 

STOCK  SUBSCRIPTIONS,  see  Subscriptions. 

STOCK  YARD  COMPANY— 

Form  of  articles 100 

STORE  COMPANY— 

Forms  of 

articles  of  incorporation 

general    store 83 

mercantile  or  trading 92 

co-operative   store 79 

drug-store   80 

dry  goods  and  notions 80 

house  furnishing , 84 

meat  market 91 

men's  furnishing  goods 92 

millinery    93 

STREET  RAILWAY  COMPANY— 

Form  of  articles 88 

SUBSCRIBER— 

To  syndicate,  liability  of 64 

SUBSCRIPTIONS— 

Generally   30 

Made  before  incorporation 10 

Made  after  incorporation 30 

Payment    31,  32 

Forms 

agreement,  before  articles  of  incorporation  filed 211 

agreement,   after  articles   filed 108 

subscription  blank,  separate 109 

opening  book  for,  order  and  waiver  of  notice 107 

payment  of,  order  designating  one  incorporator  to  receive . .  .  108 


INDEX. 

SUBSCRIPTIONS— Continued.  PACK 

Forma — Continued. 

certificate  of 100 

call,  resolution  of  directors  for 17:! 

call,  notice  of 173 

call,  non-payment,  notice  of  sale  of  stock  for 173 

receipt  for  installment  payment  on 174 

transferable  receipt  for  payment  on 174 

assignment   of 175 

SURETY  COMPANY— 

Form  of  articles 85 

SYNDICATE    84 

Members  or  subscribers,  liability  of 66 

Forms'  of  agreements 

promotion   230 

underwriting    239 

TAXATION— 

Avoidance  of  high  rate  of 26 

Of    stock 58 

TAXICAB  AND  GARAGE  COMPANY— 

Form  of  articles 100 

TELEPHONE  COMPANY— 

Articles  of  incorporation 
forms  of 

long  distance 100 

local    100 

mutual    101 

TELLERS,  see  Inspectors  of  Election 37 

TERMINATION— 

Of   corporate   existence 4 

THEATER  COMPANY— 

Form  of  articles 101 

TITLE  GUARANTEE  AND  TRUST  COMPANY— 

Form  of  articles 101 

TOWEL  SUPPLY  COMPANY— 

Form  of  articles 1 

TRANSFERABLE— 

Shares,  a  feature  of  corporation 

Receipts,  for  installment  payments  on  stock 33 

TRANSFER  BOOK— 

Form  of ' 

TRANSFER  COMPANY— 

Form  of  articles ' 

TRANSFER  OF  STOCK— 

Agents  and   registrars • °°«    ' 

Registry  on  corporate  books 

consequences  of  failure " 


326  INDEX. 

TRANSFER  OF  STOCK— Continued.  PAGB 

Forms 

assignment,  endorsed  on  certificate  of  stock 175 

regulation,   providing  for 112 

transfer  book  and  ledger 181,  182 

TREASURER   54 

Forms 

bond    227 

provision  in  regulations  relating  to 114 

TREASURY  STOCK— 

Defined    15 

Distinguished  from  unissued  stock 14 

Is  an  asset 15 

Bonus   of 18 

Forms 

donation  of,  to  corporation 197 

donation  of,  resolution  of  directors  accepting 196 

TRUST, 

Deed,  see  Mortgages. 

Voting,  agreement 213 

TRUST  COMPANY— 

As  transfer  agent  or  registrar  of  stock 57 

Articles,   form    of 75 

TRUSTEES  OF  CORPORATION  NOT  FOR  PROFIT— 

Forms 

oath  of  office 170 

minutes  of  election  of  first 169 

UNDERTAKING  COMPANY— 

Form  of  articles 102 

UNDERWRITING— 

Syndicate   C5 

Agreements,  forms  of 237,  239 

UNION  DEPOT  COMPANY— 

Articles  of  incorporation 

form  of 105 

Interurban  depot  and  terminal 

form  of  articles 103 

UNISSUED  STOCK— 

Defined   14 

Distinguished  from  treasury  stock 14 

Not  an  asset 14 

VACANCIES— 

In  board  of  directors  or  trustees 

filled  how 44 

form  of  minutes 195 

VALUE— 

Property  as  basis  of  capitalization 17 

Property,  exceeding,  in  capitalization 17 

Property,  less  than,  capitalizing  at 19 

Of  property  exchanged  for  stock ; 47 


INDEX. 

VESSEL—  PAGE 

Company,  form  of  articles 103 

VICE  PRESIDENT— 

Powers,  duties,  etc 63 

Provisions  of  regulations  as  to 1 13 

VOTE— 

Right  to 37 

VOTING— 

Forms 

provision   in   articles    of   incorporation    limiting  each   stock- 
holder  to   one    vote 73 

ballot    187 

VOTING  TRUST— 

Form  of  agreement 213 

WAIVER— 

Forms 

notice  of  opening  subscription  books 107 

notice  of  first  stockholders  meeting 110 

notice  of  special  stockholders  meeting 188 

notice   of    directors   meeting 193 

WAREHOUSE— 

Company,   form   of  articles 103 

WATER  OR  WATER  WORKS  COMPANY— 

Form  of  articles 104 

WATER  TRANSPORTATION  COMPANY— 

Form  of  articles 104 

WATERED  STOCK— 

Denned    

Methods  of  issuing 

Liability  of  holders IS 

WILLIS  LAW— 

As  affecting  capitalization 

WINE  COMPANY— 

Form  of  articles » 

YOUNG  MEN'S  CHRISTIAN  ASSOCIATION— 

Local  association,  form  of  articles » 


000713  887 


